Common use of Procedure for Issuance of Letters of Credit Clause in Contracts

Procedure for Issuance of Letters of Credit. Each Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereof.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, with a copy completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender and the Administrative Agent may requestreasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificatesL/C Supporting Documentation, documents the applicable Issuing Lender shall process such Letter of Credit Application and other papers and information the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each (i) The Borrower may from time to time request during the Initial Revolving Commitment Period but in no event later than the 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) that the an Issuing Lender issue (or amend, renew or extend) Bank issues a Letter of Credit by delivering to the such Issuing Lender, with a copy to Bank and the Administrative Agent, in each case, at the applicable address their respective addresses for notices specified herein (i) an Application thereforherein, specifying whether such a Letter of Credit is to be a Tranche A Letter of Credit Request therefor (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing LenderBank), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender Bank may reasonably request. Upon receipt of any ApplicationLetter of Credit Request, the applicable Issuing Lender will Bank shall (i) confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(aAdministrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not so received, such Issuing Bank shall provide the Administrative Agent with a copy thereof and (ii) shall not be violated and shall then process such Application Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, unless notified by the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance of the applicable Letter of Credit, that one or more applicable conditions contained in subsection 5.2 shall not then be satisfied, shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender Bank be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender Bank and the applicable Borrower. The applicable Issuing Lender Bank shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof. Promptly after the issuance of any Standby Letter of Credit, the applicable Issuing Bank shall notify the Borrower and the Administrative Agent, in writing, of such issuance and such notice shall be accompanied by a copy of such issuance. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders thereofLenders, in writing, of such issuance, and if so requested by a Lender the Administrative Agent shall provide to such Lender copies of such issuance. With regard to Commercial Letters of Credit, each Issuing Bank shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (ii) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 2.7(a). Unless an Issuing Bank has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in subsection 5.2 are not then satisfied, or that the issuance of such Letter of Credit would violate subsection 2.7(a), then such Issuing Bank may issue the requested Letter of Credit in accordance with such Issuing Bank’s usual and customary practices.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, Agent at the applicable its address for notices specified herein herein, an L/C Request therefor in the form Exhibit J hereto (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Each L/C Request shall specify the Designated Foreign Currency in which the requested Letter of Credit is to be denominated (or specify that the requested Letter of Credit is to be denominated in Dollars). Upon receipt of any ApplicationL/C Request, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue (or amend, renew or extend) any Letter of Credit earlier than three five (35) Business Days after its receipt of the Application L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable BorrowerBorrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Representative promptly following the issuance thereof. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly notify provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Restricted Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally; or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Administrative Agent may reasonably request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender at such Issuing Lender's Lending Office and to the Administrative Agent at the Administrative Agent's Office a Letter of Credit Application therefor, with a copy completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender and the Administrative Agent may requestreasonably request (the "L/C Supporting Documentation") (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificatesL/C Supporting Documentation, documents the applicable Issuing Lender shall process such Letter of Credit Application and other papers and information the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender's participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Administrative Agent may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then shall, process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may from time to time request that shall give such Issuing Bank and the Issuing Lender issue Administrative Agent not less than five (5) Business Days’ (or amendsuch shorter period as such Issuing Bank, renew or extendthe Borrower and the Administrative Agent shall agree) prior written notice of any requested issuance of a Letter of Credit by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein under this Agreement. Such notice shall specify (i) an Application thereforthe stated amount of the Letter of Credit requested, specifying whether (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(v) and (vi), (iv) the purpose for which such Letter of Credit is to be a Tranche A issued and (v) the Person for whose benefit the requested Letter of Credit (in which case is to be issued. At the time such request is made, the Borrower shall also provide such Issuing Bank with a copy of the form of the Letter of Credit when it is requesting be issued and the proposed form shall be deemed to use the Tranche A Commitments reasonably acceptable to the extent Issuing Bank. (b) [Reserved]. (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the amount requirements of this Section 4.4 and Sections 4.1 and 4.2 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, then an Issuing Bank shall issue a Letter of Credit that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) or by giving prior notice to the beneficiary thereof not later than 30 days (the “Nonextension Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonextension. Unless otherwise directed by the applicable Issuing Bank, Borrower shall not be required to make a Tranche B specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit (in which case such Letter of Credit when issued has been issued, Lenders shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and have authorized (ii) such other certificates, documents and other papers and information as the Issuing Lender but may request. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extendrequire) the Letter of Credit requested thereby (but in no event shall applicable Issuing Bank to permit the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original extension of such Letter of Credit at any time to a date not later than the Letter of Credit Expiration Date; provided, however, that such Issuing Bank shall not permit any such extension if (or amendment, renewal or extensioni) such Issuing Bank would have no obligation at such time to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of issue such Letter of Credit in its extended form under the terms hereof (except that Section 4.3 shall not apply), or amendment, renewal (ii) it has received notice (which must be in writing) on or extensionbefore the date that is 10 Business Days preceding the Nonextension Notice Date from Administrative Agent or Borrower that one (1) or more of the applicable conditions specified in Section 5.2 is not then satisfied. Notwithstanding anything to the applicable contrary contained herein, no Issuing Bank shall have any obligation to permit the extension of any Evergreen Letter of Credit at any time. (e) Any Lender may, but shall not be obligated to, issue to the Borrower and the Administrative Agent promptly following the issuance thereofor any Subsidiary letters of credit (that are not Letters of Credit) for its own account, and at its own risk. None of the Administrative Agent provisions of this Agreement shall promptly notify the Lenders thereofapply to any letter of credit that is not a Letter of Credit.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, Agent at the applicable its address for notices specified herein herein, an L/C Request therefor in the form of Exhibit J-2 hereto (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any ApplicationL/C Request, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) five Business Days after its receipt of the Application L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable BorrowerBorrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Representative promptly following the issuance thereof. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall specify the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts thereof and the Administrative Agent shall promptly notify provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Agent a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit. Upon receipt of such Letter of Credit, the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereofamount of such Revolving Credit Lender’s participation therein, and provided that the Administrative Agent shall promptly notify be obligated to deliver the foregoing with respect to a Letter of Credit issued by an Additional Issuing Lenders thereofonly after receipt by the Administrative Agent of all notices required to be delivered to the Administrative Agent with respect thereto.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) Lender an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information (“L/C Supporting Documentation”) as the Issuing Lender and the Administrative Agent may request. The Borrower will contemporaneously deliver to the Administrative Agent at the Administrative Agent’s Office a copy of such Application and L/C Supporting Documentation. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Revolving Credit Facility for issuance of such Letter of Credit, subject to Section 3.1 and Article VI hereof, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Borrower; provided that the Issuing Lender shall not issue a Letter of Credit from and after the date which is one (1) day after it has received written notice from the Administrative Agent (upon the request of the Required Lenders) that one or more of the applicable Borrowerconditions to Extensions of Credit specified in Section 6.2 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Issuing Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendmentand promptly notify each Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, renewal or extension) furnish to the applicable Borrower such Revolving Credit Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Parent Borrower may from time to time request that the any Issuing Lender issue a Letter of Credit (or amend, extend, renew or extend) a Letter of Credit by delivering to increase the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the stated amount of such an outstanding Letter of Credit) or a Tranche B Letter of Credit (in which case by delivering to such Letter of Credit when issued shall be deemed to use the Tranche B Commitments Issuing Lender at any address mutually acceptable to the extent of the amount of each Letter of Credit) Parent Borrower and otherwise such Issuing Lender an L/C Application therefor, completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.2 (and Section 5.3 if applicable) have been satisfied or waived in writing by the Administrative Agent on behalf of the Required Lenders as of the date of the L/C Application. Upon receipt of any L/C Application, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1, this Section 3.2 and Article V hereof, promptly issue the Letter of Credit (or amend, extend, renew or extend) increase the stated amount of an outstanding Letter of Credit Credit) requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit (or amend, extend, renew or extend) any increase the stated amount of an outstanding Letter of Credit Credit) earlier than three (3) Business Days after its receipt of the L/C Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Parent Borrower. The Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall furnish a copy report to each Lender and the Parent Borrower all Letters of Credit issued by it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter. Each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall calculate the Dollar Equivalent of each outstanding Letter of Credit (denominated in Euros, Sterling or amendment, renewal or extension) to any Optional Currency as of the applicable Borrower end of each calendar month and shall notify the Administrative Agent promptly following and the issuance thereofParent Borrower of such calculation, and such calculation shall be the Administrative Agent shall promptly notify basis of any determination of the Lenders thereofamount of outstanding Revolving A L/C Obligations and Revolving ▇ ▇/C Obligations for purposes hereof until the next such calculation.

Procedure for Issuance of Letters of Credit. Each The Parent Borrower may from time to time request that the any Issuing Lender issue a Letter of Credit (or amend, extend, renew or extend) a Letter of Credit by delivering to increase the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the stated amount of such an outstanding Letter of Credit) or a Tranche B Letter of Credit (in which case by delivering to such Letter of Credit when issued shall be deemed to use the Tranche B Commitments Issuing Lender at any address mutually acceptable to the extent of the amount of each Letter of Credit) Parent Borrower and otherwise such Issuing Lender an L/C Application therefor, completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.2 (and Section 5.3 if applicable) have been satisfied or waived in writing by the Administrative Agent on behalf of the Required Lenders as of the date of the L/C Application. Upon receipt of any L/C Application, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1, this Section 3.2 and Article V hereof, promptly issue the Letter of Credit (or amend, extend, renew or extend) increase the stated amount of an outstanding Letter of Credit Credit) requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit (or amend, extend, renew or extend) any increase the stated amount of an outstanding Letter of Credit Credit) earlier than three (3) Business Days after its receipt of the L/C Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Parent Borrower. The Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall furnish a copy report to each Revolving Credit Lender and the Parent Borrower all Letters of Credit issued by it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter. Each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall calculate the Dollar Equivalent of each outstanding Letter of Credit (denominated in Euros, Sterling or amendment, renewal or extension) to any Optional Currency as of the applicable Borrower end of each calendar month and shall notify the Administrative Agent promptly following and the issuance thereofParent Borrower of such calculation, and such calculation shall be the Administrative Agent shall promptly notify basis of any determination of the Lenders thereofamount of outstanding Revolving A L/C Obligations and Revolving ▇ ▇/C Obligations for purposes hereof until the next such calculation.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, with a copy completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender and the Administrative Agent may requestreasonably request (the “L/C Supporting Documentation”). Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificatesL/C Supporting Documentation, documents the applicable Issuing Lender shall process such Letter of Credit Application and other papers and information the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Original Borrower. The applicable Issuing Lender shall promptly furnish to the Original Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the applicable Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, Lender (with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue later than two (or amend, renew or extend) any Letter of Credit earlier than three (32) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The Such Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendmentand promptly notify each Revolving Lender of the issuance and upon request by any Revolving Lender, renewal or extension) furnish to such Lender a copy of such Revolving Letter of Credit and the applicable Borrower and amount of such Revolving Lender’s participation therein. For so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent promptly following on the issuance thereoflast Business Day of each calendar month, and the Administrative Agent shall promptly notify the Lenders thereofon each date that an L/C Credit Extension occurs with respect to any such Letter of Credit, a report providing information (including, but not limited to, maximum face amount, current face amount, beneficiary name, issuance date, expiry date, indication of auto-renewal feature and dates of amendments (if any)) for every outstanding Letter of Credit issued by such L/C Issuer.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may from time to time request that shall give such Issuing Bank and the Issuing Lender issue Administrative Agent not less than five (5) Business Days’ (or amendsuch shorter period as such Issuing Bank, renew the Borrower and the Administrative Agent shall agree) prior notice (in writing or extendby telephonic notice confirmed promptly in writing) of any requested issuance of a Letter of Credit by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein under this Agreement. Such notice shall specify (i) an Application thereforthe stated amount of the Letter of Credit requested, specifying whether (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(vi), (iv) the purpose for which such Letter of Credit is to be a Tranche A issued and (v) the Person for whose benefit the requested Letter of Credit (in which case is to be issued. At the time such request is made, the Borrower shall also provide such Issuing Bank with a copy of the form of the Letter of Credit when it is requesting be issued and the proposed form shall be deemed to use the Tranche A Commitments reasonably acceptable to the extent Issuing Bank. (b) [Reserved]. (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the amount requirements of this Section 4.4 and Sections 4.1 and 4.2 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, then an Issuing Bank shall issue a Letter of Credit that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) or by giving prior notice to the beneficiary thereof not later than 30 days (the “Nonextension Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonextension. Unless otherwise directed by the applicable Issuing Bank, Borrower shall not be required to make a Tranche B specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit (in which case such Letter of Credit when issued has been issued, Lenders shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and have authorized (ii) such other certificates, documents and other papers and information as the Issuing Lender but may request. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extendrequire) the Letter of Credit requested thereby (but in no event shall applicable Issuing Bank to permit the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original extension of such Letter of Credit at any time to a date not later than the Letter of Credit Expiration Date; provided, however, that such Issuing Bank shall not permit any such extension if (or amendment, renewal or extensioni) such Issuing Bank would have no obligation at such time to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of issue such Letter of Credit in its extended form under the terms hereof (except that Section 4.3 shall not apply), or amendment(ii) it has received notice (which must be in writing) on or before the Business Day immediately preceding the Nonextension Notice Date from Administrative Agent, renewal any Lender, or extensionBorrower that one (1) or more of the applicable conditions specified in Section 5.2 is not then satisfied. Notwithstanding anything to the applicable contrary contained herein, no Issuing Bank shall have any obligation to permit the extension of any Evergreen Letter of Credit at any time. (e) Any Lender may, but shall not be obligated to, issue to the Borrower and the Administrative Agent promptly following the issuance thereofor any Subsidiary letters of credit (that are not Letters of Credit) for its own account, and at its own risk. None of the Administrative Agent provisions of this Agreement shall promptly notify the Lenders thereofapply to any letter of credit that is not a Letter of Credit.

Procedure for Issuance of Letters of Credit. Each Borrower Any Applicable Account Party, with (in the case of any such Applicable Account Party other than the Company) the written consent of the Company, may from time to time request that the any Issuing Lender issue (or amend, renew or extendcause its Applicable Lending Office to issue) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) in accordance with the provisions of Section 10.2 an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may requestreasonably request consistent with its customary business practices for comparable transactions in the applicable jurisdiction (it being expressly understood and agreed by each Issuing Lender that the terms and provisions of each such Application shall be consistent with the terms and provisions of this Agreement). Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extendcause its Applicable Lending Office to issue) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extendcause its Applicable Lending Office to issue) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the applicable BorrowerApplicable Account Party. The relevant Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Applicable Account Party promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue (or cause its Applicable Lending Office to issue) any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders thereofupon becoming aware that such conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of any Letter of Credit.

Procedure for Issuance of Letters of Credit. Each Borrower The Borrowers may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with Administrative Agent a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided, that, if the Borrowers request the Issuing Lender to issue a Letter of Credit for the account of Fortegra Indemnity (or any successor thereof), the Borrowers shall (i) deliver a Letter of Credit Application to the Administrative Agent on behalf of the Borrowers and Fortegra Indemnity (or any successor thereof) requesting that Fortegra Indemnity (or any successor thereof) be named as the applicant in such Letter of Credit, which Letter of Credit Application shall be completed to the satisfaction of the Issuing Lender, (ii) at the request of the Issuing Lender, enter into a reimbursement agreement with Fortegra Indemnity (or any successor thereof) in form and substance reasonably acceptable to the Issuing Lender, which agreement shall be executed and delivered to the Administrative Agent prior to the issuance of such Letter of Credit, and (iii) deliver such other certificates, documents, papers and other information as the Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and ARTICLE IV, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto, including, if applicable, a reimbursement agreement) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable BorrowerBorrowers. The Issuing Lender shall promptly furnish to the Borrowers a copy of such Letter of Credit (or amendmentand promptly notify each Revolving Lender of the issuance and upon request by any Revolving Lender, renewal or extension) furnish to the applicable Borrower such Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Revolving Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower Representative may from time to time request during the Commitment Period but in no event later than the fifth day prior to the Maturity Date that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address their respective addresses for notices specified herein (i) an Application thereforherein, specifying whether such a Letter of Credit is to be a Tranche A Letter of Credit Request therefor (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Each Letter of Credit Request shall specify the applicable Borrower and that the requested Letter of Credit is to be denominated in Dollars or Canadian Dollars in the case of the Canadian Borrower. Upon receipt of any ApplicationLetter of Credit Request, the applicable Issuing Lender will shall (i) confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(aAdministrative Agent has received a copy of such Letter of Credit Request from the Borrower Representative and, if not so received, such Issuing Lender shall provide the Administrative Agent with a copy thereof and (ii) shall not be violated and shall then process such Application Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, unless notified by the Administrative Agent, any Lender or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in subsection 6.2 shall not then be satisfied, shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable BorrowerBorrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Representative promptly following the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the Borrower Representative and the 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 promptly notify the Tranche A U.S. Facility Lenders thereofor the Tranche A Canadian Facility Lenders, as the case may be, in writing, of such issuance or amendment, and, if so requested by a Lender, the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regard to Commercial Letters of Credit, each Issuing Lender shall on the first Business Day of each week provide the Administrative Agent by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. 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 conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower in accordance with the Issuing Lender’s usual and customary practices.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender at such Issuing Lender's Lending Office and to the Administrative Agent at the Administrative Agent's Office a Letter of Credit Application therefor, with a copy completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender and the Administrative Agent may requestreasonably request (the "L/C Supporting Documentation"). Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificatesL/C Supporting Documentation, documents the applicable Issuing Lender shall process such Letter of Credit Application and other papers and information the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Original Borrower. The applicable Issuing Lender shall promptly furnish to the Original Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender's participation therein.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may from time to time request that the Issuing Lender Bank issue (or amend, renew or extend) a Letter of Credit by delivering to the Agent and the Issuing Lender, with Bank a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application duly executed and completed Issuance Request therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Agent and the Issuing LenderBank, and (ii) such other certificates, documents and other papers and information relating to such Letter of Credit as the Issuing Lender Bank may requestreasonably request consistent with its current practices and procedures with respect to letters of credit of the same type. In addition to such other information as is required to be therein, the Borrower shall specify in any Issuance Request: (i) the proposed party for whose account the requested Letter of Credit would be issued (which shall be either the Borrower or a Subsidiary of the Borrower); (ii) the proposed beneficiary of the requested Letter of Credit; (iii) the proposed date of issuance of the requested Letter of Credit; (iv) the proposed expiry date of the requested Letter of Credit; (v) the proposed terms of the requested Letter of Credit, including the proposed face amount thereof and whether it would constitute a Financial Letter of Credit or a Performance Letter of Credit; and (vi) the transaction that is to be supported or financed with the requested Letter of Credit, including identification of the Power Generation Facility, if any, to which such Letter of Credit would relate. (b) Upon receipt of any ApplicationIssuance Request, the Issuing Lender Bank will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application Issuance Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender Bank be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application Issuance Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender Bank and the applicable Borrower. The Issuing Lender Bank shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereof.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, Lender at its address for notices specified herein or otherwise on file with the Administrative Agent (with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Application, Unless the applicable Issuing Lender will confirm with has received written notice from any Lender or the Administrative Agent (by telephone at least one Business Day prior to the requested date of issuance or in writing) amendment of the applicable Letter of Credit that the limitations contained conditions precedent set forth in Section 3.1(a) Article IV shall not then be violated satisfied, then, subject to the terms and shall then process conditions hereof, such Application and Issuing Lender shall, on the certificatesrequested date, documents and other papers and information delivered to it in connection therewith issue a Letter of Credit or enter into the applicable amendment, as the case may be, in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower). The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and . The applicable Issuing Lender shall promptly furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the aggregate L/C Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit shall not exceed such Issuing Lender’s L/C Commitment and (iii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the aggregate Five-Year Commitments. Such Issuing Lender shall promptly notify furnish to the Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letters of Credit. Each Borrower The Borrowers may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with Administrative Agent a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Letter of Credit Application therefor, therefor specifying whether such Letter of Credit is to will be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use under the Tranche A U.S. Revolving Commitments to or the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise Global Revolving Commitments, completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may reasonably request; provided, that, if the Borrowers request the Issuing Lender to issue a Letter of Credit for the account of Fortegra Indemnity (or any successor thereof), the Borrowers shall (i) deliver a Letter of Credit Application to the Administrative Agent on behalf of the Borrowers and Fortegra Indemnity (or any successor thereof) requesting that Fortegra Indemnity (or any successor thereof) be named as the applicant in such Letter of Credit, which Letter of Credit Application shall be completed to the satisfaction of the Issuing Lender, (ii) at the request of the Issuing Lender, enter into a reimbursement agreement with Fortegra Indemnity (or any successor thereof) in form and substance reasonably acceptable to the Issuing Lender, which agreement shall be executed and delivered to the Administrative Agent prior to the issuance of such Letter of Credit, and (iii) deliver such other certificates, documents, papers and other information as the Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and ARTICLE IV, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto, including, if applicable, a reimbursement agreement) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable BorrowerBorrowers. The Issuing Lender shall promptly furnish to the Borrowers a copy of such Letter of Credit (and promptly notify each U.S. Revolving Lender or amendmentGlobal Revolving Lender, renewal as applicable, of the issuance and upon request by any U.S. Revolving Lender or extension) Global Revolving Lender, as applicable, furnish to the applicable Borrower such Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereofamount of such U.S. Revolving Lender’s or Global Revolving Lender’s, and the Administrative Agent shall promptly notify the Lenders thereofas applicable, participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Designated Agent and the Designated Agent shall provide notice of such request to the Lenders. Upon receipt of any Application, the an Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower. The Borrower is responsible for the final text of the Letter of Credit as issued by an ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, irrespective of any assistance such Issuing Lender may provide such as drafting or recommending text or by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’s use or refusal to use text submitted by the Borrower. The Borrower is solely responsible for the suitability of the Letter of Credit for the Borrower’s purposes. Each Issuing Lender shall promptly give notice to the Designated Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof), and shall provide a copy of such Letter of Credit to the Designated Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the Administrative Agent promptly following Borrower, when a Letter of Credit is issued (i) the issuance thereofrules of the ISP shall apply to each standby Letter of Credit, and (ii) the Administrative Agent rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall promptly notify apply to each commercial Letter of Credit. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders thereofshall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Designated Agent that the Required Lenders have elected not to permit such extension or (2) from the Designated Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Procedure for Issuance of Letters of Credit. Each (a) Prior to (i) with respect to the Phase I Project, the Phase I Final Completion Date, and (ii) with respect to the Phase II Project, the earlier of the Phase II Final Completion Date and the Amended and Restated Disbursement Agreement Effective Date, the Borrower may from time shall have the right pursuant to time this Section 3.2(a) to request that the Issuing Lender issue (a Letter of Credit to be utilized in furtherance of the payment or amendsupport of Project Costs for the Phase I Project or the Phase II Project, renew or extend) as the case may be. If the Borrower desires that the Issuing Lender issue such a Letter of Credit, the Borrower may request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender and the Administrative Disbursement Agent, in each casecase in accordance with and pursuant to the terms of Section 2.3 of the Disbursement Agreement, a Notice of Advance Request in the form, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter times and as required under the Disbursement Agreement. Notwithstanding any provision of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments Disbursement Agreement to the extent contrary, such Notice of Advance Request must be received by the amount of Issuing Lender at least 3 Business Days (or such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed shorter period agreed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of by the Issuing Lender, and ) prior to the proposed date of issuance (ii) in addition to such other documents, certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt ) and must contain all the information relevant to the proposed Letter of any Application, Credit issuance as set forth in a Letter of Credit Request. (b) The Borrower shall have the right pursuant to this Section 3.2(b) to request that the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit (or amendment, renewal or extensioni) if prior to the beneficiary thereof Amended and Restated Disbursement Agreement Effective Date, to be utilized for purposes permitted hereby other than in furtherance of the payment or as otherwise support for Project Costs and (ii) if on or after the Amended and Restated Disbursement Agreement Effective Date, to be utilized for general corporate purposes (including in furtherance of the payment or support for Project Costs). If the Borrower desires that the Issuing Lender issue such a Letter of Credit, the Borrower may be agreed request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender and the applicable BorrowerAdministrative Agent, at least 3 Business Days (or such shorter period agreed to by the Issuing Lender) prior to the proposed date of issuance (such proposed date to be a Business Day), a Letter of Credit Request accompanied by such other documents, certificates, documents and papers as the Issuing Lender may reasonably request. The Letter of Credit Requests may be delivered by facsimile transmission. Promptly after the issuance or amendment of a Letter of Credit (in any event upon satisfaction or waiver of the conditions precedent set forth in Section 5.2 or 5.3, as applicable), the Issuing Lender shall furnish notify the Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter of Credit (issuance or amendment. Upon receipt of such notice, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Revolving Credit 1 Lenders thereofin writing of such issuance or amendment and if so requested by any such Lender the Administrative Agent shall furnish such Lender with a copy of such issuance or amendment. Notwithstanding the foregoing, the Issuing Lender shall not be obligated to make any Letters of Credit available to the Borrower at a time when a Lender Default exists unless the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Issuing Lender’s risk with respect to the Defaulting Lender’s or Lenders’ participation in such Letters of Credit. In the event that a Lender Default with respect to a Revolving Credit 1 Lender occurs at a time when any Letter of Credit is outstanding, then (i) such Revolving Credit 1 Lender shall be deemed a “Defaulting Lender and (ii) unless a Default or Event of Default has occurred and is continuing at such time, such Revolving Credit 1 Lender’s Revolving Credit 1 Percentage of all undrawn and unexpired amount of such Letters of Credit shall be reallocated among the Revolving Credit 1 Lenders that are not Defaulting Lenders in accordance with their respective Revolving Credit 1 Percentages (adjusted to eliminate the effect of any Defaulting Lenders), but only to the extent that (a) the sum of all non-Defaulting Lenders’ Revolving Credit 1 Extensions of Credit (following the reallocation) does not exceed the Total Revolving Credit 1 Commitments of all Revolving Credit 1 Lenders that are non Defaulting Lenders. If the reallocation described in the immediately preceding sentence cannot, or can only partially, be effected, Borrower shall, within five (5) Business Days following the request of the Issuing Bank, deposit in a cash collateral account opened by the Administrative Agent an amount in immediately available funds equal to the aggregate then undrawn and unexpired amount of such Letters of Credit multiplied by such Defaulting Lender’s Revolving Credit 1 Percentage (less the portion of such amount that has been reallocated pursuant to the prior sentence) (and the Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure the Defaulting Lender’s Revolving Credit 1 Percentage of the aggregate amount of all such undrawn and unexpired amount of such Letters of Credit). If at any time the Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of such funds is less than the amount specified above, the Borrower shall, within five (5) Business Days following demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such cash collateral account, an amount equal to the excess of (a) such aggregate undrawn and unexpired amount of Letters of Credit multiplied by the aggregate Revolving Credit 1 Percentages of all Defaulting Lenders (less the portion of such amount that has been reallocated pursuant to the prior sentence) over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any such right and claim. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon (or upon any such Defaulting Lender ceasing to be a Defaulting Lender), if any, shall be returned to the Borrower.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the applicable Issuing Lender, with Lender a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the each Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days (or such lesser period of time as such Issuing Lender may agree) after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and promptly notify the Administrative Agent promptly following the issuance thereofAgent, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and, upon request by any Revolving Credit Lender, furnish to such Lender a copy of such Revolving Credit Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Administrative Agent may reasonably request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each Borrower The Company may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender at the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an ’s Office a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may reasonably request, which such information shall include (a) the Permitted Currency in which such Letter of Credit shall be denominated and (b) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit (and, in the case of Several Letters of Credit, in the event a Lender advises the L/C Agent that such Lender is a Participating Lender, such Participating Lender’s Commitment Percentage of such Several Letter of Credit will be issued by the L/C Agent as the Several Issuing Lender in reliance on such Participating Lender’s obligation to purchase participations in such amount pursuant to Section 3.1(a)(iii)). Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable BorrowerCompany. The Issuing Lender shall promptly furnish to the Company a copy of such Letter of Credit and promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant of the issuance and upon request by any applicable Several Issuing Lender or amendmentL/C Participant, renewal furnish to such Several Issuing Lender or extension) to the applicable Borrower L/C Participant a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such L/C Participant’s participation therein.

Procedure for Issuance of Letters of Credit. Each (a) The Parent Borrower may from time to time request request, during the Tranche B-1 Revolving Commitment Period, but in no event later than the 30th day prior to the Tranche B-1 Revolving Maturity Date, that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address their respective addresses for notices specified herein herein, an L/C Request therefor in the form of Exhibit B hereto (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as such Issuing Lender may reasonably request (which L/C Request must have been received by such Issuing Lender and the Administrative Agent prior to 12:00 P.M., New York City time, at least three Business Days prior to the requested date of issuance (or such shorter period as may be agreed by the Issuing Lender may requestin its reasonable discretion)). Each L/C Request shall specify the applicable Borrower and that the requested Letter of Credit is to be denominated in Dollars or any Designated Foreign Currency. Upon receipt of any ApplicationL/C Request, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Parent Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Parent Borrower and the Administrative Agent promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Parent Borrower. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the Parent Borrower and the 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 promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender, the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regards to Commercial L/Cs, each Issuing Lender shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial L/Cs during the previous week. (b) The making of each request for a Letter of Credit by the Parent Borrower shall be deemed to be a representation and warranty by the Parent Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6.2 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower in accordance with such Issuing Lender’s usual and customary practices.

Procedure for Issuance of Letters of Credit. (a) Each Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the applicable Issuing Lender, Lender (with a copy to the Administrative Agent) in the form of an Application, in each caseappropriately completed and signed by a Responsible Officer of such Borrower. Such Application may be sent by facsimile, at by mail, by overnight courier, by electronic transmission using the system provided by the applicable address Issuing Lender, by personal delivery or by any other means acceptable to the applicable Issuing Lender. Such Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least three Business Days (or such later date and time as the Administrative Agent and the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date or amendment date, as the case may be. In the case of a request for notices specified herein (i) an initial issuance of a Letter of Credit, such Application thereforshall specify in form and detail satisfactory to the applicable Issuing Lender such information as required by such Issuing Lender for the proposed Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit, specifying whether such Application shall specify in form and detail satisfactory to the applicable Issuing Lender such information as required by such Issuing Lender for the proposed amendment of such outstanding Letter of Credit. Additionally, the applicable Borrower shall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit is to be a Tranche A Letter of Credit (in which case issuance or amendment, including any Issuer Documents, as such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender or the Administrative Agent may request. Upon require. (b) Promptly after receipt of any Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations Administrative Agent has received a copy of such Application from the applicable Borrower and, if not, the applicable Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Lender has received written notice from the Administrative Agent, any Lender or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.1(a) 4 shall not then be violated satisfied, then, subject to the terms and shall then process conditions hereof, such Application and Issuing Lender shall, on the certificatesrequested date, documents and other papers and information delivered to it issue a Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in connection therewith each case in accordance with its such Issuing Lender’s usual and customary procedures business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and shall promptly issue (or amendhereby irrevocably and unconditionally agrees to, renew or extend) purchase from the applicable Issuing Lender a risk participation in such Letter of Credit requested thereby in an amount equal to the product of such Lender’s Revolving Percentage times the amount of such Letter of Credit. (but c) If a Borrower so requests in no event shall any applicable Application, the applicable Issuing Lender be required agrees to issue (or amend, renew or extend) any a Letter of Credit earlier than three that has automatic extension provisions (3) Business Days after its receipt each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Application therefor and all applicable Issuing Lender to prevent any such other certificates, documents and other papers and information relating theretoextension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by issuing giving prior notice to the original beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit (or amendment, renewal or extension) at any time to an expiry date not later than five Business Days prior to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Termination Date; provided, however, that such Issuing Lender shall furnish a copy of not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.6(a) or amendmentSection 2.6(b) or otherwise), renewal or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 4 is not then satisfied, and in each such case directing such Issuing Lender not to permit such extension. (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Lender will also deliver to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, a true and the Administrative Agent shall promptly notify the Lenders thereofcomplete copy of such Letter of Credit or amendment.

Procedure for Issuance of Letters of Credit. Each Borrower Gannett may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, Lender at its address for notices specified herein or otherwise on file with the Administrative Agent (with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Upon receipt Unless the Issuing Lender has received written notice from any Lender or the Administrative Agent at least one Business Day prior to the requested date of any Applicationissuance or amendment of the applicable Letter of Credit that the conditions precedent set forth in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender will confirm with shall, on the Administrative Agent (by telephone requested date, issue a Letter of Credit or in writing) that enter into the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and applicable amendment, as the certificatescase may be, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower). The Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Gannett promptly following the issuance thereof, and . The Issuing Lender shall promptly furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of each Letter of Credit Gannett shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment and (ii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the aggregate Five-Year Commitments. Such Issuing Lender shall promptly notify furnish to the Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may from time to time request that shall give such Issuing Bank and the Issuing Lender issue Administrative Agent not less than five (5) Business Days’ (or amendsuch shorter period as such Issuing Bank, renew or extendthe Borrower and the Administrative Agent shall agree) prior written notice of any requested issuance of a Letter of Credit by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein under this Agreement. Such notice shall specify (i) an Application thereforthe stated amount of the Letter of Credit requested, specifying whether (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(v) and (vi), (iv) the purpose for which such Letter of Credit is to be a Tranche A issued and (v) the Person for whose benefit the requested Letter of Credit (in which case is to be issued. At the time such request is made, the Borrower shall also provide such Issuing Bank with a copy of the form of the Letter of Credit when it is requesting be issued and the proposed form shall be deemed to use the Tranche A Commitments reasonably acceptable to the extent Issuing Bank. (b) [Reserved] (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the amount requirements of this Section 4.4 and Sections 4.1 and 4.2 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, then an Issuing Bank shall issue a Letter of Credit that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) or by giving prior notice to the beneficiary thereof not later than 30 days (the “Nonextension Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonextension. Unless otherwise directed by the applicable Issuing Bank, Borrower shall not be required to make a Tranche B specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit (in which case such Letter of Credit when issued has been issued, Lenders shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and have authorized (ii) such other certificates, documents and other papers and information as the Issuing Lender but may request. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extendrequire) the Letter of Credit requested thereby (but in no event shall applicable Issuing Bank to permit the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original extension of such Letter of Credit at any time to a date not later than the Letter of Credit Expiration Date; provided, however, that such Issuing Bank shall not permit any such extension if (or amendment, renewal or extensioni) such Issuing Bank would have no obligation at such time to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of issue such Letter of Credit in its extended form under the terms hereof (except that Section 4.3 shall not apply), or amendment, renewal (ii) it has received notice (which must be in writing) on or extensionbefore the date that is 10 Business Days preceding the Nonextension Notice Date from Administrative Agent or Borrower that one (1) or more of the applicable conditions specified in Section 5.2 is not then satisfied. Notwithstanding anything to the applicable contrary contained herein, no Issuing Bank shall have any obligation to permit the extension of any Evergreen Letter of Credit at any time. (e) Any Lender may, but shall not be obligated to, issue to the Borrower and the Administrative Agent promptly following the issuance thereofor any Subsidiary letters of credit (that are not Letters of Credit) for its own account, and at its own risk. None of the Administrative Agent provisions of this Agreement shall promptly notify the Lenders thereofapply to any letter of credit that is not a Letter of Credit.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, with a copy completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender and the Administrative Agent may requestreasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificatesL/C Supporting Documentation, documents the applicable Issuing Lender shall process such Letter of Credit Application and other papers and information the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance of such Letter of Credit and, upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, Agent at the applicable address their respective addresses for notices specified herein a letter of credit application in the Issuing Lender's then customary form (ian "L/C APPLICATION") an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as may be customary and as the Issuing Lender may reasonably request. Upon receipt of any L/C Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, upon receipt by the Issuing Lender of confirmation from the Administrative Agent that issuance of such Letter of Credit will not contravene subsection 3.1, the Issuing Lender shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the L/C Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and and, thereafter, the Administrative Agent shall promptly notify furnish a copy thereof to the Lenders thereofLenders.

Procedure for Issuance of Letters of Credit. Each Borrower The Borrowers’ Representative may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, Agent at the applicable address their respective addresses for notices specified herein (i) an Application therefor, specifying whether such Letter a letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may requestcredit application. Upon receipt of any Applicationletter of credit application, the Issuing Lender will confirm with process such letter of credit application on (i) the Business Day on which such letter of credit application is received, provided that such letter of credit application is received no later than 11:00 a.m. (New York time) on such Business Day, or (ii) the first Business Day next succeeding receipt of such letter of credit application if received after such time. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent (by telephone or in writing) that issuance of such Letter of Credit will not contravene Section 3.1, the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and Issuing Lender shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) noon New York time on the Business Days after Day of its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretoletter of credit application) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable BorrowerBorrowers’ Representative. The Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower Borrowers’ Representative and the Administrative Agent promptly following the issuance thereof, and and, thereafter, the Administrative Agent shall promptly notify furnish a copy thereof to the Lenders thereofLenders.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the an Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent shall promptly notify as soon as possible after the Lenders thereofdate of issuance.

Procedure for Issuance of Letters of Credit. Each Borrower The Borrower, may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender at the Administrative Agent, in each case, at the applicable address for notices specified herein (i) 's Office an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V hereof, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three four (34) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Borrower; provided that the Issuing Lender shall not issue a Letter of Credit from and after the date which is one (1) day after it has received written notice from the Administrative Agent (upon the request of the Required Lenders) that one or more of the applicable Borrowerconditions to Extensions of Credit specified in Section 5.3 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Issuing Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The Issuing Lender shall promptly furnish to the Borrower a copy of such Letter of Credit (or amendmentand promptly notify each Lender of the issuance and upon request by any Lender, renewal or extension) furnish to the applicable Borrower such Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Lender's participation therein.

Procedure for Issuance of Letters of Credit. Each The U.S. Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices office of such Issuing Lender specified herein (i) an in or determined in accordance with Section 11.1, a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may requestrequest (which information shall include the Permitted Currency in which such Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable U.S. Borrower. The applicable Issuing Lender shall promptly furnish to the U.S. Borrower a copy of such Letter of Credit (or amendmentand promptly notify each Lender of the issuance and upon request by any Lender, renewal or extension) furnish to the applicable Borrower such Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the any Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Administrative Agent may reasonably request. Upon receipt of any Letter of Credit Application, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices office of such Issuing Lender specified herein (i) an in or determined in accordance with Section 11.1, a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may requestrequest (which information shall include the Permitted Currency in which such Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower a copy of such Letter of Credit (or amendmentand promptly notify each Lender of the issuance and upon request by any Lender, renewal or extension) furnish to the applicable Borrower such Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to toSECTION 3.2 time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender or the Administrative Agent may request. Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein. Commissions and Other Charges.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent and the Administrative Agent shall provide notice of such request to the Lenders. Upon receipt of any Application, the an Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the Borrower, when a Letter of Credit is issued (i) the rules of the ISP shall promptly notify apply to each standby Letter of Credit, and (ii) the Lenders thereofrules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address their respective addresses for notices specified herein (i) an Application thereforherein, specifying whether such a Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise Request therefor, completed to the satisfaction of the such Issuing Lender, and (ii) such other applications, certificates, documents and other papers and information as the such Issuing Lender may requestrequest (collectively, the “Letter of Credit Application”). Any such Letter of Credit Request must be received by the applicable Issuing Lender and the Administrative Agent by no later than 12:00 noon (New York City time), two (2) Business Days prior to the date such Letter of Credit is to be issued or amended, or such other time as previously agreed between such Issuing Lender and the Borrower. Upon receipt of any ApplicationLetter of Credit Request, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to the terms and conditions set forth herein, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three two (32) Business Days after its receipt of the Application Letter of Credit Request therefor and all such other applications, certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent is required to promptly following the notify each Lender of such issuance thereofand upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the Administrative Agent shall promptly notify the Lenders thereofamount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Administrative Agent may reasonably request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.01 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender or the Administrative Agent may request. Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating 59442126_10 thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent and the Administrative Agent shall provide notice of such request to the Lenders. Upon receipt of any Application, the an Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an L/C Issuer and the Borrower, when a Letter of Credit is issued (i) the rules of the ISP shall promptly notify apply to each standby Letter of Credit, and (ii) the Lenders thereofrules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

Procedure for Issuance of Letters of Credit. Each Borrower The (a) US Borrowers may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a US Letter of Credit and (b) Canadian Borrowers may from time to time request that any Issuing Lender issue a Canadian Letter of Credit, in each case, by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Issuing Lender Administrative Agent may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the applicable Borrowers and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any ▇▇▇▇▇▇, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit ▇▇▇▇▇▇’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent and the Administrative Agent shall provide notice of such request to the Lenders. Upon receipt of any Application, the an Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the Borrower, when a Letter of Credit is issued (i) the rules of the ISP shall promptly notify apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders thereofshall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Designated Agent and the Designated Agent shall provide notice of such request to the Lenders. Upon receipt of any Application, the an Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower. The Borrower is responsible for the final text of the Letter of Credit as issued by an Issuing Lender, irrespective of any assistance such Issuing Lender may provide such as drafting or recommending text or by Issuing Lender’s use or refusal to use text submitted by the Borrower. The Borrower is solely responsible for the suitability of the Letter of Credit for the Borrower’s purposes. Each Issuing Lender shall promptly give notice to the Designated Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof), and shall provide a copy of such Letter of Credit to the Designated Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the Administrative Agent promptly following Borrower, when a Letter of Credit is issued (i) the issuance thereofrules of the ISP shall apply to each standby Letter of Credit, and (ii) the Administrative Agent rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall promptly notify apply to each commercial Letter of Credit. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders thereofshall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Designated Agent that the Required Lenders have elected not to permit such extension or (2) from the Designated Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender Bank issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Bank at the Administrative Agent, in each case, at the applicable address for notices specified herein (i) ’s Office an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing LenderBank, and (ii) such other certificates, documents and other papers and information (“L/C Supporting Documentation”) as the Issuing Lender Bank and the Administrative Agent may requestrequest (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). The Borrower will contemporaneously deliver to the Administrative Agent, at the Administrative Agent’s office, a copy of such Application and L/C Supporting Documentation. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) Bank shall not be violated and shall then process such Application and the certificates, documents and other papers and information L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Revolving Commitment for issuance of such Letter of Credit, subject to Section 2.20(a) and Article IV hereof, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender Bank be required to issue (or amend, renew or extend) any Letter of Credit earlier than three four (34) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender Bank and the applicable Borrower. The Issuing Lender Bank shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue a Letter of Credit (or amend, extend or renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such outstanding Letter of Credit) or a Tranche B Letter of Credit (in which case by delivering to such Letter of Credit when issued shall be deemed to use the Tranche B Commitments Issuing Lender at any Issuing Lender's office at any address mutually acceptable to the extent of the amount of each Letter of Credit) Borrower and otherwise such Issuing Lender an L/C Application therefor, completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.3 hereof have been satisfied or waived in writing by the Administrative Agent as of the date of the L/C Application. Upon receipt of any L/C Application, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1, this Section 3.2 and Article V hereof, promptly issue the Letter of Credit (or amend, extend or renew or extend) the outstanding Letter of Credit Credit) requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew or extend) any an outstanding 30 Letter of Credit Credit) earlier than three (3) Business Days after its receipt of the L/C Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and if the Administrative Agent agrees to undertake such action) shall promptly notify report to each Lender all Letters of Credit issued by it during the Lenders thereofprevious calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender Bank issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, Bank at the applicable address for notices specified herein (i) Agent’s Office an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing LenderBank, and (ii) such other certificates, documents and other papers and information (“L/C Supporting Documentation”) as the Issuing Lender Bank and the Agent may requestrequest (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). The Borrower will contemporaneously deliver to the Agent, at the Agent’s office, a copy of such Application and L/C Supporting Documentation. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) Bank shall not be violated and shall then process such Application and the certificates, documents and other papers and information L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Agent that sufficient availability exists under the Revolving Commitment for issuance of such Letter of Credit, subject to Section 2.20(a) and Article IV hereof, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender Bank be required to issue (or amend, renew or extend) any Letter of Credit earlier than three four (34) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender Bank and the applicable Borrower. The Issuing Lender Bank shall promptly furnish to the Borrower and the Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The (a) US Borrowers may from time to time request that any Issuing Lender issue a US Letter of Credit and (b) Canadian Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Canadian Letter of Credit Credit, in each case, by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Administrative Agent may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the applicable Borrowers and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Application, the such Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of written confirmation from the Administrative Agent that after giving effect to the requested issuance, none of the statements specified in clauses (by telephone or in writingi) that through (iv) of the limitations contained in first sentence of Section 3.1(a3.7(a) shall not would be violated and shall then true, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary policies and procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lender and the applicable Borrower. The Such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof, and . Such Issuing Lender shall promptly furnish to the Administrative Agent Agent, which shall in turn promptly notify furnish to the Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the applicable Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the applicable Issuing Lender, with Lender a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender and the Administrative Agent may request. The Borrower will contemporaneously deliver to the Administrative Agent, at the Administrative Agent’s Office, a copy of such Letter of Credit Application and accompanying documentation. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Revolving Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three four (34) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendmentand promptly notify each Lender of the issuance and upon request by any Lender, renewal or extension) furnish to the applicable Borrower such Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) Lender an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information ("L/C Supporting Documentation") as the Issuing Lender and the Administrative Agent may request. The Borrower will contemporaneously deliver to the Administrative Agent at the Administrative Agent's Office a copy of such Application and L/C Supporting Documentation. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Revolving Credit Facility for issuance of such Letter of Credit, subject to Section 3.1 and Article VI hereof, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Borrower; provided that the Issuing Lender shall not issue a Letter of Credit from and after the date which is one (1) day after it has received written notice from the Administrative Agent (upon the request of the Required Lenders) that one or more of the applicable Borrowerconditions to Extensions of Credit specified in Section 6.3 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Issuing Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendmentand promptly notify each Lender of the issuance and upon request by any Lender, renewal or extension) furnish to the applicable Borrower such Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Lender's participation therein.

Procedure for Issuance of Letters of Credit. Each Borrower (a) Any Applicable Account Party, with (in the case of any such Applicable Account Party other than the Company) the written consent of the Company (substantially in the form of Exhibit M hereto or as the Company may otherwise specify from time to time), may from time to time request that the any Issuing Lender issue (or amend, renew or extendcause its Applicable Lending Office to issue) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) in accordance with the provisions of Section 10.2 an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may requestreasonably request consistent with its customary business practices for comparable transactions in the applicable jurisdiction (it being expressly understood and agreed by each Issuing Lender that the terms and provisions of each such Application shall be consistent with the terms and provisions of this Agreement). Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extendcause its Applicable Lending Office to issue) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extendcause its Applicable Lending Office to issue) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the applicable BorrowerApplicable Account Party. The relevant Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Applicable Account Party promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue (or cause its Applicable Lending Office to issue) any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders thereofupon becoming aware that such conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of any Letter of Credit. (b) The Issuing Lender shall not (and shall not permit any Applicable Lending Office thereof to) (i) amend or cancel any Letter of Credit without the prior written consent of the Company or the Applicable Account Party, (ii) waive presentation of any Letter of Credit or waive any discrepancies in documents presented to effect a draw on a Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party, if and to the extent such waiver materially and adversely affects the Company or such Applicable Account Party, or (iii) replace any lost, mutilated or destroyed Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party. If requested by an Applicable Account Party or the Company, the Issuing Lender shall furnish a draft of such Letter of Credit (or any amendment thereto) to the Applicable Account Party and the Company prior to the issuance thereof to allow the Applicable Account Party and the Company to review such draft for accuracy and to provide any corrections if necessary.

Procedure for Issuance of Letters of Credit. Each Borrower The (a) US Borrowers may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a US Letter of Credit and (b) Canadian Borrowers may from time to time request that any Issuing Lender issue a Canadian Letter of Credit, in each case, by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Administrative Agent may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the applicable Borrowers and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender at the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an ’s Office a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may requestrequest (which information shall include the Permitted Currency in which such Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three two (32) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall promptly furnish to the Borrower a copy of such Letter of Credit (or amendmentand promptly notify each Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, renewal or extension) furnish to the applicable Borrower such Lender a copy of such Revolving Credit Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each Borrower The (a) US Borrowers may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a US Letter of Credit and (b) Canadian Borrowers may from time to time request that any Issuing Lender issue a Canadian Letter of Credit, in each case, by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Issuing Lender Administrative Agent may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the applicable Borrowers and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit ▇▇▇▇▇▇’s participation therein.

Procedure for Issuance of Letters of Credit. Each Either Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering (a) to the Issuing Lender, with a copy to Lender at the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an 's Office a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may requestrequest (which information shall include the currency (Dollars or the Permitted Foreign L/C Currency) in which the Letter of Credit shall be denominated) and (b) the applicable L/C Deposit by the U.S. Borrower. Upon receipt of any Applicationa completed Letter of Credit Application and the applicable L/C Deposit, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith (the "L/C Support Documents") in accordance with its customary procedures and, so long as such Letter of Credit Application, the L/C Support Documents and any language necessary for the requested Letter of Credit are finalized in form and substance satisfactory to the Issuing Lender (in the sole discretion of the Issuing Lender), subject to Section 3.1 and Article VI, the Issuing Lender shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby within five (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (35) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall promptly furnish to the applicable Borrower a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofCredit.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender at the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an ’s Office a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request, including the documentation and other information requested by such Issuing Lender in order to comply with all “know your customer” requirements. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly shall, subject to Section 3.1 and Article V, issue (or amend, renew or extend) the Letter of Credit requested thereby (as promptly as is practicable, but in any case no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier later than three (3) Business Days after its receipt of the Letter of Credit Application therefor (and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and promptly notify each Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein. (b) An Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or amendment, renewal or extension) information to the applicable Borrower contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit. (c) An Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and this sentence shall establish the standard of care to be exercised by an Issuing Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the Administrative Agent promptly following parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing). (d) If the Borrower so requests in any applicable Letter of Credit Application, an Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance thereofof such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. (e) Unless otherwise expressly agreed by an Issuing Lender and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP98 shall apply to each standby Letter of Credit, and (ii) the Administrative Agent rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall promptly notify the Lenders thereofapply to each commercial Letter of Credit.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, Agent at the applicable address their respective addresses for notices specified herein a commercial letter of credit application in the Issuing Lender's then customary form (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit"Trade L/C Application") or a Tranche B Letter standby letter of Credit credit application in the Issuing Lender's then customary form (a "Standby L/C Application"), as the case may be, in which each case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to 39 38 the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as may be customary for letters of credit of the kind being requested and as the Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, upon receipt by the Issuing Lender of confirmation from the Administrative Agent that issuance of such Letter of Credit will not contravene Section 3.1, the Issuing Lender shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, thereof and to each Revolving Credit Lender promptly following the Administrative Agent shall promptly notify the Lenders thereofend of each month.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Agent a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit. Upon receipt of such Letter of Credit, the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereofamount of such Revolving Credit Lender’s participation therein, and provided that the Administrative Agent shall promptly notify be obligated to deliver the Lenders thereofforegoing with respect to a Letter of Credit issued by an Issuing Lender not theretofore identified as such on the Register only after receipt by the Administrative Agent of all notices required to be delivered to the Administrative Agent with respect thereto.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender at the Administrative Agent, in each case, at the applicable address for notices specified herein (i) 's Office an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V hereof, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit (i) earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretothereto and (ii) until the Borrower has returned the original letter of credit to be replaced, renewed, or extended thereby to the Issuing Lender or delivered an indemnification to the Issuing Letter with respect to such original Letter of Credit in form and substance satisfactory to the Issuing Lender) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish to the Borrower a copy of such Letter of Credit (or amendment, renewal or extension) and furnish to the applicable Borrower each Lender a copy of such Letter of Credit and the Administrative Agent amount of each Lender's L/C Participation therein, all promptly following the issuance thereofof such Letter of Credit. (b) The Borrower shall notify the Issuing Lender prior to the issuance of any Letter of Credit in the event that any of the matters to which the Borrower is required to certify pursuant to Section 5.3 or the applicable Application is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the Administrative Agent issuance of any Letter of Credit the Borrower shall promptly notify be deemed to have re-certified, as of the Lenders thereofdate of such issuance, as to the matters to which the Borrower is required to certify pursuant to Section 5.3 and the applicable Application.

Procedure for Issuance of Letters of Credit. Each (a) The Parent Borrower may from time to time request during the Letter of Credit Commitment Period but in no event later than the 30th day prior to the Termination Date that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address their respective addresses for notices specified herein herein, an L/C Request therefor in the form Exhibit H hereto (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Each L/C Request shall specify that the requested Letter of Credit is to be denominated in Dollars or the Designated Foreign Currency. Upon receipt of any ApplicationL/C Request, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Parent Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Parent Borrower and the Administrative Agent promptly following the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the Parent Borrower and the 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 promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender, the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regards to Commercial Letters of Credit, each Issuing Lender shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by the Parent Borrower shall be deemed to be a representation and warranty by the Parent Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the Parent Borrower in accordance with such Issuing Lender’s usual and customary practices.

Procedure for Issuance of Letters of Credit. Each Borrower (a) Any Applicable Account Party, with (in the case of any such Applicable Account Party other than the Company) the written consent of the Company (substantially in the form of Exhibit O hereto or as the Company may otherwise specify from time to time), may from time to time request that the any Issuing Lender issue (or amend, renew or extendcause its Applicable Lending Office to issue) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) in accordance with the provisions of Section 10.2 an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may requestreasonably request consistent with its customary business practices for comparable transactions in the applicable jurisdiction (it being expressly understood and agreed by each Issuing Lender that the terms and provisions of each such Application shall be consistent with the terms and provisions of this Agreement). Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extendcause its Applicable Lending Office to issue) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extendcause its Applicable Lending Office to issue) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the applicable BorrowerApplicable Account Party. The relevant Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Applicable Account Party promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue (or cause its Applicable Lending Office to issue) any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders thereofupon becoming aware that such 509265-1725-14038-Active.16338633 conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of any Letter of Credit. (b) The Issuing Lender shall not (and shall not permit any Applicable Lending Office thereof to) (i) amend or cancel any Letter of Credit without the prior written consent of the Company or the Applicable Account Party, (ii) waive presentation of any Letter of Credit or waive any discrepancies in documents presented to effect a draw on a Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party, if and to the extent such waiver materially and adversely affects the Company or such Applicable Account Party, or (iii) replace any lost, mutilated or destroyed Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party. If requested by an Applicable Account Party or the Company, the Issuing Lender shall furnish a draft of such Letter of Credit (or any amendment thereto) to the Applicable Account Party and the Company prior to the issuance thereof to allow the Applicable Account Party and the Company to review such draft for accuracy and to provide any corrections if necessary.

Procedure for Issuance of Letters of Credit. Each (a) The applicable Borrower may from time to time request during the Commitment Period but in no event later than the 30th day prior to the Termination Date that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent or the Canadian Agent, in each caseas applicable, at the applicable address their respective addresses for notices specified herein herein, an L/C Request therefor in the form of Exhibit K hereto (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Each L/C Request shall specify whether the requested Letter of Credit is to be denominated in Dollars, Canadian Dollars or a Desginated Foreign Currency, as the case may be. Upon receipt of any ApplicationL/C Request, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (to the applicable Borrower promptly following the issuance thereof. No Issuing Lender shall amend, cancel or amendmentwaive presentation of any Letter of Credit, renewal or extension) to replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the applicable Borrower. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the applicable Borrower and the Administrative Agent promptly following or the Canadian Agent, as applicable, in writing, of such issuance thereofor amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, and the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify the applicable Lenders, in writing, of such issuance or amendment, and if so requested by a Lender, the Administrative Agent or the Canadian Agent, as applicable, shall provide to such Lender copies of such issuance or amendment. With regards to Commercial Letters of Credit, each Issuing Lender shall on the first Business Day of each week provide the Administrative Agent or the Canadian Agent, as applicable, by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by any Borrower shall be deemed to be a representation and warranty by the Parent Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1. Unless the respective Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower in accordance with such Issuing Lender’s usual and customary practices.

Procedure for Issuance of Letters of Credit. Each Borrower (a) Any Applicable Account Party, with (in the case of any such Applicable Account Party other than the Company) the written consent of the Company (substantially in the form of Exhibit O hereto or as the Company may otherwise specify from time to time), may from time to time request that the any Issuing Lender issue (or amend, renew or extendcause its Applicable Lending Office to issue) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) in accordance with the provisions of Section 10.2 an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may requestreasonably request consistent with its customary business practices for comparable transactions in the applicable jurisdiction (it being expressly understood and agreed by each Issuing Lender that the terms and provisions of each such Application shall be consistent with the terms and provisions of this Agreement). Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extendcause its Applicable Lending Office to issue) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extendcause its Applicable Lending Office to issue) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the applicable BorrowerApplicable Account Party. The relevant Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Applicable Account Party promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue (or cause its Applicable Lending Office to issue) any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders thereofupon becoming aware that such conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of any Letter of Credit. (b) The Issuing Lender shall not (and shall not permit any Applicable Lending Office thereof to) (i) amend or cancel any Letter of Credit without the prior written consent of the Company or the Applicable Account Party, (ii) waive presentation of any Letter of Credit or waive any discrepancies in documents presented to effect a draw on a Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party, if and to the extent such waiver materially and adversely affects the Company or such Applicable Account Party, or (iii) replace any lost, mutilated or destroyed Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party. If requested by an Applicable Account Party or the Company, the Issuing Lender shall furnish a draft of such Letter of Credit (or any amendment thereto) to the Applicable Account Party and the Company prior to the issuance thereof to allow the Applicable Account Party and the Company to review such draft for accuracy and to provide any corrections if necessary.

Procedure for Issuance of Letters of Credit. Each (a) The Applicable Borrower may from time to time request that the any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Application, the such Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of written confirmation from the Administrative Agent that after giving effect to the requested issuance, none of the statements specified in clauses (by telephone or in writingi) that through (iv) of the limitations contained in first sentence of Section 3.1(a3.7(a) shall not would be violated and shall then true, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary policies and procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender such I▇▇▇▇▇▇ ▇▇▇▇▇▇ and the applicable Borrower. The Such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Applicable Borrower and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. Such Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Applicable Borrower shall be deemed to be a representation and warranty by the Applicable Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.7(a) or any Requirement of Law applicable to the Loan Parties. Unless each Issuing Lender has received notice from the Administrative Agent shall promptly notify before it issues a Letter of Credit that one or more of the Lenders thereofapplicable conditions specified in Section 6.1 are not satisfied, or that the issuance of such Letter of Credit would violate Section 3.7, then such Issuing Lender may issue the requested Letter of Credit for the account of the Applicable Borrower in accordance with its customary policies and procedures.

Procedure for Issuance of Letters of Credit. Each (a) Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) Agent an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may requestrequest (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Syndicated Facility for the issuance of such Letter of Credit, subject to Section 2A.01 and Article IV hereof, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three four (34) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to Borrower and the Administrative Agent a copy of such Letter of Credit. Upon receipt of such Letter of Credit, the Administrative Agent shall promptly notify each Lender of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereofamount of such Lender’s participation therein, and provided that the Administrative Agent shall promptly notify be obligated to deliver the Lenders thereofforegoing with respect to a Letter of Credit issued by an Additional Issuing Lender only after receipt by the Administrative Agent of all notices required to be delivered to the Administrative Agent with respect thereto.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAgent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Agent may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then shall, process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein. Each Issuing Lender may issue any Letter of Credit by causing any Lending Office of such Issuing Lender to issue such Letter of Credit; provided that (i) all terms of this Agreement shall apply to any such Lending Office and (ii) the exercise of such option shall not affect the obligation of the Borrower to reimburse such Letter of Credit in accordance with the terms of this Agreement; provided that no action by an Issuing Lender pursuant to this sentence shall result in the Borrower incurring incremental obligations under Section 5.10 or Section 5.11 or result in the application of Section 5.8(b).

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, Lender at its address for notices specified herein or otherwise on file with the Administrative Agent (with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Application, Unless the applicable Issuing Lender will confirm with has received written notice from any Lender or the Administrative Agent (by telephone at least one Business Day prior to the requested date of issuance or in writing) amendment of the applicable Letter of Credit that the limitations contained conditions precedent set forth in Section 3.1(a) Article IVSection 4.1 shall not then be violated satisfied, then, subject to the terms and shall then process conditions hereof, such Application and Issuing Lender shall, on the certificatesrequested date, documents and other papers and information delivered to it in connection therewith issue a Letter of Credit or enter into the applicable amendment, as the case may be, in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower). The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and . The applicable Issuing Lender shall promptly furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the aggregate L/C Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit shall not exceed such Issuing Lender’s L/C Commitment and (iii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the aggregate Five-Year Commitments. Such Issuing Lender shall promptly notify furnish to the Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent and the Administrative Agent shall provide notice of such request to the L/C Participants. Upon receipt of any Application, the an Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower. The Borrower is responsible for the final text of the Letter of Credit as issued by an Issuing Lender, irrespective of any assistance such Issuing Lender may provide such as drafting or recommending text or by Issuing Lender’s use or refusal to use text submitted by the Borrower. The Borrower is solely responsible for the suitability of the Letter of Credit for the Borrower’s purposes. The Borrower irrevocably appoints each Issuing Lender as its attorney-in-fact and authorizes each Issuing Lender, without notice to the Borrower, to execute and deliver ancillary documents and letters customary in the letter of credit business that may include but are not limited to advisements, indemnities, checks, bills of exchange and issuance documents. The power of attorney granted by the Borrower is limited solely to such actions related to the issuance, confirmation or amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit business. This appointment is coupled with an interest. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the Borrower, when a Letter of Credit is issued (i) the rules of the ISP shall promptly notify apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders thereofshall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Termination Date; provided, however, that the Issuing Lender shall not permit any such extension if (x) such extension would extend the expiry date beyond the fifth Business Day prior to the Scheduled Termination Date or (y) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Agent a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit. Upon receipt of such Letter of Credit, the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereofamount of such Revolving Credit Lender’s participation therein, and provided that the Administrative Agent shall promptly notify be obligated to deliver the Lenders thereofforegoing with respect to a Letter of Credit issued by an Issuing Lender not theretofore identified as such on the Register only after receipt by the Administrative Agent of all notices required to be delivered to the Administrative Agent with respect thereto.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender at the Administrative Agent, in each case, at the applicable address 's Office a request for notices specified herein (i) an Application therefor, specifying whether issuance of such Letter of Credit is to be substantially in the form of Exhibit J hereto (a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise "Request for Issuance"), completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any ApplicationRequest for Issuance, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application Request for Issuance and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article 5 hereof, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application Request for Issuance therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish to the Borrower a copy of such Letter of Credit (or amendment, renewal or extension) and furnish to the applicable Borrower each Lender a copy of such Letter of Credit and the Administrative Agent amount of each Lender's Commitment Percentage therein, all promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofof such Letter of Credit.

Procedure for Issuance of Letters of Credit. Each The U.S. Borrower may from time to time request that the applicable Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the applicable Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable address for notices specified herein (i) an therefore and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the applicable Issuing Lender, and (ii) such other certificates, documents and other papers and information as the applicable Issuing Lender may requestrequest (which information shall include the Permitted Currency in which the Letters of Credit shall be denominated). Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the U.S. Borrower a copy of such Letter of Credit (or amendmentand promptly notify each Revolving Credit Lender of the issuance and upon request by any Revolving Credit Lender, renewal or extension) furnish to the applicable Borrower such Revolving Credit Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each Borrower The Domestic Borrower, on behalf of itself or the Canadian Borrower, may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy giving written notice to the Administrative Agent, in each case, Agent and the Issuing Lender prior to 10:00 a.m. (Chicago time) at least five (5) Business Days prior to the applicable address for notices specified herein (i) an Application thereforproposed date of issuance, specifying whether the beneficiary, the proposed date of issuance and the expiry date of such Letter of Credit is to be a Tranche A and describing the proposed terms of such Letter of Credit (including the Permitted Currency in which case such Letter of Credit when issued shall be deemed to use denominated) and the Tranche A Commitments to the extent nature of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall transactions proposed to be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) supported thereby, together with an application/reimbursement agreement and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Applicationsuch notice, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application notice and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Domestic Borrower, on behalf of itself or the Canadian Borrower. The Issuing Lender shall promptly furnish to the Domestic Borrower, on behalf of itself or the Canadian Borrower, a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and promptly notify the Administrative Agent promptly following the issuance thereofAgent, and the Administrative Agent shall promptly notify each Lender, of the Lenders thereofissuance of such Letter of Credit and, upon request by any Lender, the Issuing Lender shall furnish to such Lender a copy of such Letter of Credit and the amount of such Lender's participation therein.

Procedure for Issuance of Letters of Credit. Each Borrower The Company may from time to time request that request, upon at least three Business Days' notice, the Issuing Lender to issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with Lender at its address specified in subsection 14.2 a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise Application, completed to the satisfaction of the such Issuing Lender, and (ii) together with such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application from the Company, the Issuing Lender will promptly, but in no event later than five Business Days following receipt of such Letter of Credit Application, notify each Revolving Credit Lender thereof. Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application Letter of Credit Application, and the other certificates, documents and other papers and information delivered to it in connection therewith therewith, in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the such Letter of Credit requested thereby (but in no event shall earlier than three Business Days after receipt by the Issuing Lender be required to issue (or amend, renew or extend) any of the Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed and by furnishing a copy thereof to the Company and the Participating Lenders. Prior to the issuance of any Letter of Credit, the Issuing Lender will confirm with the Administrative Agent that the issuance of such Letter of Credit is permitted pursuant to Section 5 and subsection 8.2. Additionally, the Issuing Lender and the applicable Borrower. The Issuing Lender Company shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and inform the Administrative Agent promptly following the issuance thereofof any modifications made to outstanding Letters of Credit, of any payments made with respect to such Letters of Credit, and of any other information regarding such Letters of Credit as may be reasonably requested by the Administrative Agent shall promptly notify Agent, in each case pursuant to procedures established by the Lenders thereofAdministrative Agent.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the applicable Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender at such Issuing Lender, with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) ’s Lending Office an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information (the “L/C Supporting Documentation”) as the applicable Issuing Lender and the Administrative Agent may requestrequest (which information shall include the Permitted Currency in which such Letter of Credit shall be denominated). The Borrower will contemporaneously deliver to the Administrative Agent, at the Administrative Agent’s Office, a copy of such Application and L/C Supporting Documentation. Upon receipt of any Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Revolving Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than (a) two (2) Business Days, with respect to a Letter of Credit denominated in Dollars, and (b) three (3) Business Days Days, with respect to an Alternative Currency Letter of Credit, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and promptly notify each Lender under the Revolving Credit Facility of the issuance and upon request by any Lender under the Revolving Credit Facility, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s L/C Participation therein by telecopier (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent by telephone promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofconfirmed by telecopier).

Procedure for Issuance of Letters of Credit. Each Borrower Either Account Party may from time to time give notice to the General Administrative Agent that such Account Party or any Subsidiary desires to have a Letter of Credit issued for its account and specifying the proposed Issuing Bank with respect to such Letter of Credit. In the event that the proposed Issuing Bank is reasonably acceptable to the General Administrative Agent, the applicable Account Party shall request that the such Issuing Lender Bank issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, Bank (with a copy of such Application to the General Administrative Agent, in each case, the case of any Standby Letter of Credit) at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing LenderBank, and (ii) such other certificates, documents and other papers and information as the Issuing Lender Bank may request. Upon receipt of any Application, the Issuing Lender Bank will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Bank and the applicable Account Party; provided that the Issuing Bank shall in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than one Business Day (or, in the case of Standby Letters of Credit, three (3Business Days) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing . In the original of such event that the Letter of Credit (or amendmentto be issued is a Standby Letter of Credit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender Bank shall furnish a copy of such Standby Letter of Credit (or amendment, renewal or extension) to each of the General Administrative Agent and the applicable Borrower and the Administrative Agent Account Party promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereof.

Procedure for Issuance of Letters of Credit. Each (a) The Applicable Borrower may from time to time request that the any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Application, the such Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of written confirmation from the Administrative Agent that after giving effect to the requested issuance, none of the statements specified in clauses (by telephone or in writingi) that through (iv) of the limitations contained in first sentence of Section 3.1(a3.7(a) shall not would be violated and shall then true, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary policies and procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the applicable Borrower. The Such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Applicable Borrower and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. Such Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Applicable Borrower shall be deemed to be a representation and warranty by the Applicable Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.7(a) or any Requirement of Law applicable to the Loan Parties. Unless each Issuing Lender has received notice from the Administrative Agent shall promptly notify before it issues a Letter of Credit that one or more of the Lenders thereofapplicable conditions specified in Section 6.1 are not satisfied, or that the issuance of such Letter of Credit would violate Section 3.7, then such Issuing Lender may issue the requested Letter of Credit for the account of the Applicable Borrower in accordance with its customary policies and procedures.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or issue, amend, renew or extend) extend a Letter of Credit by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other Letter of Credit Documents and information as such Issuing Lender or the Administrative Agent may request, not later than 12:00 p.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in their sole discretion) prior to the proposed date of issuance, amendment, renewal or extension, as the case may be. Such notice shall specify (a) the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), (b) the date on which such Letter of Credit is to be a Tranche A Letter of Credit expire (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of comply with Section 3.1(b)), (c) the amount of such Letter of Credit, (d) or a Tranche B Letter the name and address of Credit the beneficiary thereof, (in which case e) the purpose and nature of such Letter of Credit when issued and (f) such other information as shall be deemed necessary to use the Tranche B Commitments to the extent of the amount of each issue, amend, renew or extend such Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then shall, process such Letter of Credit Application and the certificates, documents and other papers Letter of Credit Documents and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue (or issue, amend, renew or extend) extend the Letter of Credit requested thereby (but subject to the timing requirements set forth in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretothis Section 3.2) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Borrower. Additionally, the Borrower shall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, renewal or extension, including any Letter of Credit Documents, as the applicable BorrowerIssuing Lender or the Administrative Agent may require. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, related Letter of Credit Documents and the Administrative Agent shall promptly notify each Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such ▇▇▇▇▇▇’s participation therein.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, Agent at the applicable its address for notices specified herein herein, an L/C Request therefor in the form of Exhibit J-2 hereto (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any ApplicationL/C Request, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) five Business Days after its receipt of the Application L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable BorrowerBorrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Representative promptly following the issuance thereof. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall specify the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts thereof and the Administrative Agent shall promptly notify provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender at the Administrative Agent, in each case, at the applicable address for notices specified herein (i) ’s Office an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article 5 hereof, promptly but no later than five (5) Business Days from the date of its receipt of the Application therefor, issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. If requested by the Borrower, the Issuing Lender shall furnish to the Borrower a draft of any Letter of Credit prior to its issuance. The Issuing Lender shall promptly furnish to the Borrower a copy of such Letter of Credit (or amendmentand promptly notify each Lender of the issuance and upon request by any Lender, renewal or extension) furnish to the applicable Borrower such Lender a copy of such Letter of Credit and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofamount of such Lender’s L/C Participation therein.

Procedure for Issuance of Letters of Credit. Each Borrower (a) Any Applicable Account Party, with (in the case of any such Applicable Account Party other than the Company) the written consent of the Company (in the form of Exhibit O hereto or as the Company may otherwise specify from time to time), may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) in accordance with the provisions of Section 10.2 an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may requestreasonably request consistent with its customary business practices for comparable transactions in the applicable jurisdiction (it being expressly understood and agreed by each Issuing Lender that the terms and provisions of each such Application shall be consistent with the terms and provisions of this Agreement). Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the applicable BorrowerApplicable Account Party. The relevant Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Applicable Account Party promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders thereofupon becoming aware that such conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of any Letter of Credit. (b) The Issuing Lender shall not (i) amend or cancel any Letter of Credit without the prior written consent of the Company or the Applicable Account Party, (ii) waive presentation of any Letter of Credit or waive any discrepancies in documents presented to effect a draw on a Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party, if and to the extent such waiver materially and adversely affects the Company or such Applicable Account Party, or (iii) replace any lost, mutilated or destroyed Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party. If 509265-1725-11432-13209999 requested by an Applicable Account Party or the Company, the Issuing Lender shall furnish a draft of such Letter of Credit (or any amendment thereto) to the Applicable Account Party and the Company prior to the issuance thereof to allow the Applicable Account Party and the Company to review such draft for accuracy and to provide any corrections if necessary.

Procedure for Issuance of Letters of Credit. Each Borrower (a) The Account Party may from time to time request that the Issuing Lender issue (Bank issue, amend or amend, renew or extend) extend a Letter of Credit on behalf of the Account Party or its Subsidiaries by delivering to the Issuing Lender, with a copy to the Administrative Agent, in each case, Bank at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the Issuing LenderBank, and (ii) such other certificates, documents and other papers and information as the Issuing Lender Bank may reasonably request. Upon receipt of any Application, the Issuing Lender Bank will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (issue, amend or amend, renew or extend) extend the Letter of Credit requested thereby (but in no event shall the Issuing Lender Bank be required to issue (issue, amend or amend, renew or extend) extend any Letter of Credit earlier than three two (32) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretothereto unless the Issuing Bank agrees in its sole discretion) by issuing issuing, amending or extending the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender Bank and the applicable BorrowerAccount Party. The Issuing Lender Bank shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Account Party promptly following the issuance thereof. (b) The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more of its Affiliates reasonably acceptable to the Account Party (and any such Affiliate shall be deemed to be the “Issuing Bank” for all purposes of this Agreement and the Administrative Agent Credit Documents in respect of each Letter of Credit issued by it). (c) This Section shall promptly notify not be construed to impose an obligation upon the Lenders thereofIssuing Bank to issue, amend or extend any Letter of Credit that is inconsistent with the terms and conditions of this Agreement.

Procedure for Issuance of Letters of Credit. Each (a) Any Borrower may may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, Agent at the applicable its address for notices specified herein herein, an L/C Request therefor in the form of Exhibit J-2 hereto (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any ApplicationL/C Request, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) five Business Days after its receipt of the Application L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the applicable Borrower. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly notify provide such report to each Lender. (b) The making of each request for a Letter of Credit by a Borrower shall be deemed to be a representation and warranty by such Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Subsection 6.2 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, Lender at its applicable office (with a copy to the Administrative Agent, in each case, Agent at the applicable address for notices specified herein (iAdministrative Agent’s Office) an a Letter of Credit Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender or the Administrative Agent may request. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the Lenders thereofissuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, Agent at the applicable its address for notices specified herein herein, an L/C Request therefor in the form of Exhibit K hereto (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender), and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any ApplicationL/C Request, the such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) five Business Days after its receipt of the Application L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the applicable BorrowerBorrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit in a manner adverse to the Borrowers (as determined by the applicable Issuing Lender in its reasonable discretion). Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly notify provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower Representative (on behalf of the applicable Borrower) may from time to time request during the Commitment Period but in no event later than the 5th day prior to the Maturity Date that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to Lender and the Administrative Agent, in each case, at the applicable address their respective addresses for notices specified herein (i) an Application thereforherein, specifying whether such a Letter of Credit is to be a Tranche A Letter of Credit Request therefor (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the Issuing Lender), and (ii) such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Each Letter of Credit Request shall specify the applicable Borrower. Upon receipt of any ApplicationLetter of Credit Request, the Issuing Lender will shall (i) confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(aAdministrative Agent has received a copy of such Letter of Credit Request from the Borrower Representative and, if not so received, the Issuing Lender shall provide the Administrative Agent with a copy thereof and (ii) shall not be violated and shall then process such Application Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, unless notified by the Administrative Agent, any Lender or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in subsection 6.2 shall not then be satisfied, shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable BorrowerBorrower Representative. The Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent Representative promptly following the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the Issuing Lender shall notify the Borrower Representative and the 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 promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regard to commercial Letters of Credit, the Issuing Lender shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the applicable Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. Unless the Issuing Lender has received notice from the Required Lenders thereofbefore it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate subsection 3.1, then the Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower in accordance with the Issuing Lender’s usual and customary practices.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the any Issuing Lender issue (or amend, renew or extend) a Letter of Credit at any time during the Commitment Period by delivering to the an Issuing Lender, Lender at its address for notices specified herein (with a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the applicable Issuing Lender, and (ii) such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request. Each such Application shall be irrevocable and shall be delivered to the Issuing Lender (with a copy to the Administrative Agent), together will all necessary supporting material and information, not less than three Business Days before the requested issuance date. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly procedures. At least one Business Day prior to the issuance of any Letter of Credit, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing, including electronic means) that the Administrative Agent has received a copy of the Application, and, unless such Issuing Lender has received notice on or before the Business Day immediately preceding the date such Issuing Lender is to issue (or amend, renew or extend) the a requested Letter of Credit requested thereby (but in no event shall from the Administrative Agent directing such Issuing Lender be required not to issue (or amend, renew or extend) any the requested Letter of Credit earlier than three (3) Business Days after its receipt because such issuance would not be consistent with the terms and conditions of the Application therefor and all this Agreement, then such other certificates, documents and other papers and information relating thereto) by issuing the original of such Issuing Lender shall issue a Letter of Credit (or amendment, renewal or extension) to on the beneficiary thereof or as otherwise may be agreed by requested issuance date for the account of the Borrower in accordance with such Issuing Lender Lender's usual and the applicable Borrowercustomary practices. The applicable Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent a copy of each Letter of Credit issued by such Issuing Lender, promptly following the issuance thereof, . Requests for amendments shall be submitted and the Administrative Agent shall promptly notify the Lenders thereofprocessed in a like manner.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may from time to time request that the any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the reasonable satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Upon receipt of any Application, the such Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of written confirmation from the Administrative Agent that after giving effect to the requested issuance, none of the statements specified in clauses (by telephone or in writingi) that through (iv) of the limitations contained in first sentence of Section 3.1(a3.7(a) shall not would be violated and shall then true, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary policies and procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lender and the applicable Borrower. The Such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. Such Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.7(a) or any Requirement of Law applicable to the Loan Parties. Unless each Issuing Lender has received notice from the Administrative Agent shall promptly notify before it issues a Letter of Credit that one or more of the Lenders thereofapplicable conditions specified in Section 6.2 are not satisfied, or that the issuance of such Letter of Credit would violate Section 3.7, then such Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with its customary policies and procedures.

Procedure for Issuance of Letters of Credit. Each (a) The Borrower may from time to time request that the Issuing Lender Bank issue (or amend, renew or extend) a Letter of Credit by delivering to the Agent and the Issuing Lender, with Bank a copy to the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application duly executed and completed Issuance Request therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Agent and the Issuing LenderBank, and (ii) such other certificates, documents and other papers and information relating to such Letter of Credit as the Issuing Lender Bank may requestreasonably request consistent with its current practices and procedures with respect to letters of credit of the same type. In addition to such other information as is required to be therein, the Borrower shall specify in any Issuance Request: (i) the proposed party for whose account the requested Letter of Credit would be issued (which shall be either the Borrower or a Subsidiary of the Borrower); (ii) the proposed beneficiary of the requested Letter of Credit; (iii) the proposed date of issuance of the requested Letter of Credit; (iv) the proposed expiry date of the requested Letter of Credit; (v) the proposed terms of the requested Letter of Credit, including the proposed face amount thereof and whether it would constitute a Financial Letter of Credit or a Performance Letter of Credit; and (vi) the transaction that is to be supported or financed with the requested Letter of Credit, including identification of the Power Generation Facility, if any, to which such Letter of Credit would relate. (b) Upon receipt of any ApplicationIssuance Request, the Issuing Lender Bank will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application Issuance Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender Bank be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application Issuance Request therefor 44 39 and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender Bank and the applicable Borrower. The Issuing Lender Bank shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereof.

Procedure for Issuance of Letters of Credit. Each Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the Issuing Lender, with a copy to the Lender and Administrative Agent, in each case, Agent at the applicable address their respective addresses for notices specified herein (i) an Application therefor, specifying whether such a Request for Letter of Credit is to be in the form of EXHIBIT F hereto, together with a Tranche A Letter letter of Credit credit application in the Issuing Lender's then customary form (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credita "LETTER OF CREDIT APPLICATION") or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such the other certificates, documents documents, and other papers and information as may be customary and as the Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with process the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Letter of Credit Application and the certificates, documents documents, and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, upon receipt by the Issuing Lender of confirmation from Administrative Agent that issuance of the Letter of Credit will not contravene SECTION 3.01, the Issuing Lender shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents documents, and other papers and information relating thereto) by issuing the original of such the Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of such the Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the and, thereafter, Administrative Agent shall promptly notify the Lenders thereoffurnish a copy thereof to Lenders.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time shall submit an Application with respect to time request that the Issuing Lender issue (or amend, renew or extend) a extension of the CNA Letter of Credit by delivering and/or the issuance of each of the MedStar Letter of Credit and the Reliance Letter of Credit, as applicable, to the Issuing Lender, with a copy Bank at least two (2) Business Days prior to the Administrative Agent, in each case, date of extension or issuance at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments form and substance satisfactory to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing LenderBank, and (ii) together with such other certificates, documents and other papers and information as the Issuing Lender Bank may request. Upon receipt of any the Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) Bank shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (an amendment, extension or amend, renew replacement of the CNA Letter of Credit and/or issue the MedStar Letter of Credit or extend) the Reliance Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrowerthereby. The Issuing Lender Bank shall furnish to the Borrower and each L/C Participant a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent amount of each Lender's L/C Participation therein, all promptly following the issuance thereofof such Letter of Credit. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article 4, the provisions of this Article 4 shall apply; PROVIDED, HOWEVER, that, in the event there is no such conflict, the terms of the Application shall remain in full force and effect. The parties agree that notwithstanding any other term of this Agreement, each of the Letters of Credit shall contain provisions allowing for the automatic extension of its expiration date, absent notice from the Issuing Bank, and the Administrative Agent Issuing Bank shall, so long as it has not received written notice of the occurrence of a Default or Event of Default that is outstanding, allow such extension unless, not later than fifteen (15) Business Days prior to the last day upon which notice of termination may be given under such Letter of Credit, the Required Lenders provide written instruction to the Issuing Bank to send such a notice; PROVIDED, that in no event shall promptly notify the Lenders thereofIssuing Bank be required to extend the expiration of any Letter of Credit beyond the Termination Date.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) L/C Arranger cause a Letter of Credit to be issued by an Issuing Lender designated by it by delivering to the Issuing LenderL/C Arranger, with a copy to the Revolving Administrative Agent, in each case, at the applicable address their addresses for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing LenderL/C Arranger, and (ii) such other certificates, documents and other papers and information as the Issuing Lender such L/C Arranger may request. Such application shall specify if such Letter of Credit is to be made as a Revolving Credit Letter of Credit or a Funded Letter of Credit. Upon receipt of any Application, the L/C Arranger will, and will cause such Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then to, process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures procedures, and shall the L/C Arranger will promptly cause such Issuing Lender to issue (or amend, renew or extend) the Letter of Credit requested thereby by causing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by the L/C Arranger, such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its the L/C Arranger’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender L/C Arranger shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Revolving Administrative Agent. The L/C Arranger shall promptly give notice to the Revolving Administrative Agent promptly following of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof, and the Administrative Agent shall promptly notify the Lenders thereof).

Procedure for Issuance of Letters of Credit. (a) Each Borrower may from time to time request that the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the applicable Issuing Lender, Lender (with a copy to the Administrative Agent) in the form of an Application, in each caseappropriately completed and signed by a Responsible Officer of such Borrower. Such Application may be sent by facsimile, at by mail, by overnight courier, by electronic transmission using the system provided by the applicable address Issuing Lender, by personal delivery or by any other means acceptable to the applicable Issuing Lender. Such Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least three Business Days (or such later date and time as the Administrative Agent and the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date or amendment date, as the case may be. In the case of a request for notices specified herein (i) an initial issuance of a Letter of Credit, such Application thereforshall specify in form and detail satisfactory to the applicable Issuing Lender such information as required by such Issuing Lender for the proposed Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit, specifying whether such Application shall specify in form and detail satisfactory to the applicable Issuing Lender such information as required by such Issuing Lender for the proposed amendment of such outstanding Letter of Credit. Additionally, the applicable Borrower shall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit is to be a Tranche A Letter of Credit (in which case issuance or amendment, including any Issuer Documents, as such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender or the Administrative Agent may request. Upon require. (b) Promptly after receipt of any Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations Administrative Agent has received a copy of such Application from the applicable Borrower and, if not, the applicable Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Lender has received written notice from the Administrative Agent, any Lender or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.1(a) 4 shall not then be violated satisfied, then, subject to the terms and shall then process conditions hereof, such Application and Issuing Lender shall, on the certificatesrequested date, documents and other papers and information delivered to it issue a Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in connection therewith each case in accordance with its such Issuing Lender’s usual and customary procedures business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and shall promptly issue (or amendhereby irrevocably and unconditionally agrees to, renew or extend) purchase from the applicable Issuing Lender a risk participation in such Letter of Credit requested thereby in an amount equal to the product of such Lender’s Revolving Percentage times the amount of such Letter of Credit. (but c) If a Borrower so requests in no event shall any applicable Application, the applicable Issuing Lender be required agrees to issue (or amend, renew or extend) any a Letter of Credit earlier than three that has automatic extension provisions (3) Business Days after its receipt each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit must permit the Application therefor and all applicable Issuing Lender to prevent any such other certificates, documents and other papers and information relating theretoextension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by issuing giving prior notice to the original beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit (or amendment, renewal or extension) at any time to an expiry date not later than five Business Days prior to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Termination Date; provided, however, that, such Issuing Lender shall furnish a copy of not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.6(a) or amendmentSection 2.6(b) or otherwise), renewal or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 4 is not then satisfied, and in each such case directing such Issuing Lender not to permit such extension. (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Lender will also deliver to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, a true and the Administrative Agent shall promptly notify the Lenders thereofcomplete copy of such Letter of Credit or amendment.

Procedure for Issuance of Letters of Credit. Each The Borrower may from time to time request that the an Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to the such Issuing Lender, with a copy to the Administrative Agent, in each case, Lender at the applicable its address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the such Issuing Lender, and (ii) such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Designated Agent and the Designated Agent shall provide notice of such request to the Lenders. Upon receipt of any Application, the an Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit (or amendmentCredit, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The such Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower. The Borrower is responsible for the final text of the Letter of Credit as issued by an ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, irrespective of any assistance such Issuing Lender may provide such as drafting or recommending text or by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’s use or refusal to use text submitted by the Borrower. The Borrower is solely responsible for the suitability of the Letter of Credit for the Borrower’s purposes. Each Issuing Lender shall promptly give notice to the Designated Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof), and shall provide a copy of such Letter of Credit to the Designated Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the Administrative Agent promptly following Borrower, when a Letter of Credit is issued (i)(i) the issuance thereofrules of the ISP shall apply to each standby Letter of Credit, and (ii)(ii) the Administrative Agent rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall promptly notify apply to each commercial Letter of Credit. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders thereofshall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1)(1) from the Designated Agent that the Required Lenders have elected not to permit such extension or (2)(2) from the Designated Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Procedure for Issuance of Letters of Credit. Each Whenever Borrower may from time to time request that desires the Issuing Lender issue (or amend, renew or extend) issuance of a Letter of Credit hereunder, it shall give Administrative Agent and Facing Agent at least three (3) Business Days' prior written notice (or such shorter period as may be agreed to by delivering Borrower, Administrative Agent and Facing Agent) specifying the day of issuance thereof (which day shall be a Business Day), such notice to be given prior to 12:00 P.M. (New York City time) on the Issuing Lenderdate specified for the giving of such notice. Each such notice (each, a "Letter of Credit Request") shall be in the form of Exhibit 2.9 hereto and shall specify (A) the proposed issuance date and expiration date, (B) the name(s) of each obligor with a copy respect to such Letter of Credit, (C) Borrower as the Administrative account party, (D) the name and address of the beneficiary (which Person shall be reasonably acceptable to Facing Agent), in each case, at (E) the applicable address for notices specified herein Stated Amount of such proposed Letter of Credit and (iF) an Application therefor, specifying whether the purpose of such Letter of Credit is and such other information as Facing Agent may reasonably request (which shall be acceptable to Administrative Agent and Facing Agent). In addition, each Letter of Credit Request shall contain a description of the terms and conditions to be a Tranche A included in such proposed Letter of Credit (in all of which case such terms and conditions shall be acceptable to Facing Agent). Each Letter of Credit when issued Request may be delivered to Administrative Agent and Facing Agent by telecopy and Administrative Agent and Facing Agent shall be deemed entitled to use rely on such telecopy without the Tranche A Commitments need of obtaining an original thereof. Promptly after the issuance or amendment of a Standby Letter of Credit, Facing Agent shall notify Administrative Agent and Borrower, 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, Administrative Agent shall promptly notify each Lender in writing, of such issuance or amendment and if requested to do so by a Lender Administrative Agent shall furnish such Lender with a copy of such issuance or amendment. With regards to Commercial Letters of Credit, Facing Agent shall, on the extent first Business Day of each week, provide Administrative Agent, by telecopy with a report detailing the amount daily aggregated outstanding Commercial Letters of Credit for the prior week. Unless otherwise specified, all Letters of Credit will be governed by the Uniform Customs and Practice for Documentary Credits as in effect on the date of issuance of such Letter of Credit) or a Tranche B . Each Letter of Credit (shall include any other documents as Facing Agent customarily requires in which case such connection therewith. On the Business Day specified by Borrower and upon fulfillment or waiver of the applicable conditions set forth in Article V, Facing Agent will issue the requested Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the applicable Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify the Lenders thereofbeneficiary.