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

Procedure for Issuance of Letters of Credit. The Company may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of Credit, (i) the Permitted Currency in which such Letter of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (iv) the amount thereof, (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the Issuing Lender 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, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. 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 L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation therein.

Procedure for Issuance of Letters of Credit. The Company Administrative Borrower may from time to time after the Closing Date request that an the Issuing Lender issue a Letter of Credit by delivering to the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) Office a Letter of Credit written request and an Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a . Each request for an initial the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by the Administrative Borrower and delivered to Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) shall specify (A) the Permitted Currency in which amount of such Letter of Credit shall be denominatedCredit, (iiB) whether the date of issuance, amendment, renewal, or extension of such Letter of Credit is to be a Fronted Credit, (C) the proposed expiration date of such 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 Revolving 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)), (iii) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (iv) the amount thereof, (v) the expiry date thereof, (viD) the name and address of the beneficiary thereof, (vii) of the documents to be presented by such beneficiary in case Letter of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunderCredit, and (ixE) such other information (including, the purpose and nature of the requested Letter of Credit; and (b) conditions to drawing, and, in the case of a request for an amendment amendment, renewal, or extension, identification of any outstanding Letter of Credit, (i) the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) the proposed date of amendment thereof (which shall be accompanied by such Issuer Documents as Administrative Agent or Issuing Lender may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender generally requests for Letters of Credit in similar circumstances. Anything contained herein to the contrary notwithstanding, Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Business DayLetter of Credit that supports the obligations of Borrowers or one of their Subsidiaries in respect of (A) and a lease of real property, or (iiiB) the nature of the proposed amendmentan employment contract. Upon receipt of any written request for the issuance of a Letter of Credit and Application, the Issuing Lender shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it Issuer Documents in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article V7, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the CompanyAdministrative Borrower. The Issuing Lender shall promptly furnish to the Company Administrative Borrower 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 and, upon request by any applicable Several Issuing Lender or L/C ParticipantLender, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C ParticipantLender’s Letter of Credit participation therein. The Issuing Lender, if other than ▇▇▇▇▇ Fargo Bank or any of its Affiliates, shall also notify Administrative Agent in writing no later than the Business Day immediately following the Business Day on which such Issuing Lender issued any Letter of Credit; provided that (i) until Administrative Agent advises any such Issuing Lender that the provisions of Section 7.2 are not satisfied, or (ii) unless the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by Administrative Agent and such Issuing Lender, such Issuing Lender shall be required to so notify Administrative Agent in writing only once each week of the Letters of Credit issued by such Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Administrative Agent and such Issuing Lender may agree.

Procedure for Issuance of Letters of Credit. (a) The Company Borrower may from time to time request that an Issuing Lender issue or amend a Letter of Credit by delivering to the applicable such Issuing Lender (with a copy to and the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit an Application therefor, completed to the satisfaction of the applicable such Issuing Lender, and such other certificates, documents and other papers and information relating to the proposed Letter of Credit as the applicable such Issuing Lender may reasonably request, which such information shall include (a) in and a Letter of Credit Request. In the case of a request for an initial issuance of a any Letter of Credit, such Letter of Credit Request shall be in the form attached hereto as Annex III, shall include a form of such requested Letter of Credit and shall specify: (i) the Permitted Currency in which maximum liability under such Letter of Credit shall be denominated, Credit; (ii) whether the requested date on which 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 Revolving 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)), issued; (iii) the proposed issuance date Type of the requested Letter of Credit (which shall be a Business Day), being requested and the purpose thereof; (iv) the amount thereof, (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, of such Letter of Credit; (viiv) the expiration or termination date of such Letter of Credit; (vi) the documents to be presented by such the beneficiary thereof in the case of any a drawing or demand for payment thereunder, ; and (viiivii) the full text of any certificate to be presented by delivery instructions for such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in . In the case of a request for an amendment or extension of any outstanding Letter of Credit, such Letter of Credit Request shall be in the form attached hereto as Annex IV and shall specify in form and detail satisfactory to the Administrative Agent and the Issuing Lender thereof: (iA) the Letter of Credit to be amended, ; (iiB) the proposed requested date of the proposed amendment thereof or extension; (which shall be a Business Day) and (iiiC) the nature of the proposed amendmentamendment or period of extension; and (D) the delivery instructions or other action for such amendment or extension. Subject to the terms and conditions hereof, if the applicable Issuing Lender elects to do so, the applicable Issuing Lender shall issue, amend or extend such Letter of Credit on the first Business Day following the Business Day on which such Issuing Lender and the Administrative Agent receive the corresponding Letter of Credit Request; provided, that with respect to any Letter of Credit Request received by an Issuing Lender and the Administrative Agent later than 3:00 p.m. (New York City time) on a Business Day, such Letter of Credit Request shall be deemed to have been delivered on the next succeeding Business Day and the requested date of issuance, amendment or extension, as applicable, shall be adjusted accordingly. Upon receipt the effectiveness of any Letter of Credit Applicationor any amendment to an outstanding Letter of Credit, the Issuing Lender shall process such Letter of Credit Application Administrative Agent and the Lenders shall be entitled to assume that the Applications and certificates, documents and other papers and information delivered to it requested by the applicable Issuing Lender in connection therewith were completed and delivered to the satisfaction of such Issuing Lender. (b) If the Borrower so requests in accordance with its customary procedures and shall, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after Request, the applicable Issuing Lender may, in its receipt of the sole and absolute discretion, agree to issue a Letter of Credit Application therefor that has automatic renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided that any such Auto‑Renewal Letter of Credit must permit such Issuing Lender to prevent any such renewal at least once during the term thereof by giving prior notice to the beneficiary thereof not later than a specified date (the "Nonrenewal Notice Date") to be agreed upon at the time such Letter of Credit is issued. Unless otherwise agreed by the applicable Issuing Lender and all the Administrative Agent, the Nonrenewal Notice Date for each Auto-Renewal Letter of Credit shall occur prior to the date that is thirty (30) days before the Termination Date. The Borrower shall be required to make a specific request to such other certificatesIssuing Lender and the Administrative Agent for any non-renewal of an Auto-Renewal Letter of Credit, documents such notice to be delivered not less than fifteen (15) days prior to the Nonrenewal Notice Date, and other papers unless such notice is given, the Borrower shall be deemed to have requested renewal of such Auto-Renewal Letter of Credit. Such Issuing Lender shall not be required to provide prior notice to the Borrower, the Administrative Agent or any Lender of any pending renewal of an Auto‑Renewal Letter of Credit. Once an Auto-Renewal Letter of Credit has been issued, notwithstanding the Borrower's compliance or non-compliance with its obligation to make such specific request, unless the Borrower shall have specifically requested non-renewal, the Borrower and information relating theretothe Lenders shall be deemed to have authorized (but may not require) by issuing the original applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to a date not later than 90 days after the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. The Termination Date; provided, however, that such Issuing Lender shall promptly furnish have no obligation to permit any renewal of an Auto‑Renewal Letter of Credit; provided, further, however, that such Issuing Lender shall not permit any renewal of an Auto-Renewal Letter of Credit if (A) it has received notice (in writing) on or before the Company date that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent or the Required Lenders advising it not to permit renewal, or (B) after giving effect to any such renewal, the earlier of the (x) expiration date of such Auto-Renewal Letter of Credit, and (y) the next occurring Non-Renewal Notice Date of such Auto-Renewal Letter of Credit would occur more than 60 days after the Termination Date. (c) Upon receipt of a Letter of Credit Request by an Issuing Lender, such Issuing Lender shall confirm with the Administrative Agent (by telephone and in writing) that the Administrative Agent has received a copy of such Letter of Credit and promptly notify each Several Request and, if not, such Issuing Lender (shall provide the Administrative Agent with a copy thereof. Upon receipt by such Issuing Lender of confirmation from the Administrative Agent in writing that the requested Letter of Credit, amendment or extension is permitted in accordance with the terms hereof, such Issuing Lender may, if it elects to do so in its absolute discretion, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment or effect the applicable extension, as the case may be, in each case in accordance with such Issuing Lender's usual and customary business practices. (d) Unless a Lender has provided the Administrative Agent with a written notice prior to 12:00 p.m. (New York City time) one Business Day prior to the day such Letter of Several Credit is to be issued, extended or amended that such Lender does not approve further issuances of Letters of Credit, if an Issuing Lender elects in its sole discretion to issue, extend or amend a Letter of Credit pursuant to a Letter of Credit Request, each Lender will be deemed to have approved such requested issuance, extension or amendment of such Letter of Credit. No Letter of Credit will be issued, extended or increased if, prior to 12:00 p.m. (New York City time) on the Business Day immediately preceding the proposed Borrowing Date of such Letter of Credit, the Administrative Agent has received a written notice of Declining Lender in accordance with Section 2.7. If the Administrative Agent does receive a written notice from a Declining Lender on a timely basis, the Administrative Agent shall notify the Borrower and L/C Participant such Issuing Lender by 12:00 p.m. (New York City time) on the proposed Borrowing Date, and the proposed Letter of Credit will not be issued, extended or increased unless one or more of the issuance Lenders have elected to become Approving Lenders thereby triggering the Conversion to Approving Lenders Funding Date. If the Approving Lenders elect to issue, extend or increase the Letter of Credit applicable notwithstanding the Administrative Agent's receipt of such a notice from a Declining Lender, the applicable Issuing Lender shall (on a pro rata basis among the Approving Lenders) issue a Letter of Credit in the full amount or extend or increase such Letter of Credit upon such requested terms. (e) Notwithstanding anything herein to the contrary, the Issuing Lenders are under no obligation to consider requests to issue or provide any Letter of Credit (including any renewal of an Auto-Renewal Letter of Credit) unless consented to by the applicable Issuing Lender and upon request the Administrative Agent 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 or providing such Letter of Credit, or any Requirement of Law applicable Several to such Issuing Lender or L/C Participantany request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, furnish or request that such Issuing Lender refrain from, the issuance or provision of such type of Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Several Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Amended and Restated Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amended and Restated Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) such Letter of Credit is not in form and substance reasonably acceptable to such Issuing Lender or L/C Participant the issuance and/or provision of such Letter of Credit shall violate any applicable policies of such Issuing Lender. (f) If any Issuing Lender shall issue, extend or amend any Letter of Credit without obtaining prior consent of the Administrative Agent (as provided in sub-section (c) above), or if any Issuing Lender shall permit the extension or renewal of an Auto-Renewal Letter of Credit either (i) without giving timely prior notice to the Administrative Agent, (ii) after receiving timely notice not to renew pursuant to Section 3.2(b) or (iii) when such issuance, extension or amendment is not permitted hereunder (as provided in Section 3.2(b) above), such Letter of Credit (A) shall for all purposes be deemed to have been issued by such Issuing Lender solely for its own account and risk and (B) shall not be considered a Letter of Credit outstanding under this Agreement, and no Lender shall be deemed to have any participation therein, effective as of the date of such issuance, amendment, extension or renewal, as the case may be, unless the Required Lenders or Approving Lenders, as the case may be, expressly consent thereto in which case the Lenders or only the Approving Lenders, as the case may be, shall participate; provided, however, that to be subsequently considered a Letter of Credit outstanding under this Agreement, the consent of all Lenders shall be required to the extent that any such issuance, amendment, extension or renewal is not then permitted hereunder by reason of the provisions of Sections 3.1(d) or 6.2. (g) Within one (1) Business Day 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 Issuing Lender thereof shall also deliver to the Administrative Agent a true and complete copy of such Letter of Credit or amendment, and within one (1) Business Day of the amount effectiveness of any extension of any Letter of Credit, such Issuing Lender shall deliver to the Administrative Agent notice of the terms of such L/C Participant’s participation thereinextension. In the event that an Issuing Lender fails to satisfy the terms of this Section 3.2(g), such Issuing Lender shall not be credited for any portion of the applicable fees accrued on the applicable Letter of Credit pursuant to Section 3.3(a) during the period from the Business Day following the effectiveness of the Letter of Credit until the time such failure is remedied.

Procedure for Issuance of Letters of Credit. The Company may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to Whenever Borrower desires the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of CreditCredit hereunder, it shall give Agent and Facing Agent at least three (i3) Business Days' prior written notice (or such shorter period as may be agreed to by Borrower, Agent and Facing Agent) specifying the Permitted Currency in which such Letter day of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance date of the requested Letter of Credit thereof (which day shall be a Business Day), such notice to be given prior to 11:00 A.M. (ivNew York City time) on the date 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 amount thereofproposed issuance date and expiration date, (vB) the expiry date thereofname(s) of each obligor with respect to such Letter of Credit, (viC) Borrower as the account party, (D) the name and address of the beneficiary thereof(which Person shall be reasonably acceptable to Facing Agent), (viiE) the documents to be presented by Stated Amount of such beneficiary in case proposed Letter of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, Credit and (ixF) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the Issuing Lender 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, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. The Issuing Lender shall promptly furnish to the Company a copy of such Letter of Credit and promptly such other information as Facing Agent may reasonably request. In addition, each Letter of Credit Request shall contain a description of the terms and conditions to be included in such proposed Letter of Credit. Promptly after issuance of any Letter of Credit, Facing Agent shall notify each Several Issuing Lender (the Lenders of such issuance and such notice shall be accompanied by a copy of the issued Letter of Credit in the case of Several a Standby Letter of Credit and in the case of a Commercial Letter of Credit, a copy of the issued Letter of Credit shall be available upon request to Facing Agent. Unless otherwise specified, all Letters of Credit) Credit will be governed by the Uniform Customs and L/C Participant Practices for Documentary Credit Operations as in effect on the date of the issuance and upon request by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit. On the Business Day specified by Borrower and upon fulfillment or waiver of the applicable conditions set forth in ARTICLE VI, Facing Agent will issue the requested Letter of Credit and to the amount of such L/C Participant’s participation thereinapplicable beneficiary.

Procedure for Issuance of Letters of Credit. (a) The Company Borrower may from time to time request that an the Issuing Lender issue or renew a Letter of Credit by delivering to the applicable Issuing Lender Agent (and, if applicable, the Swingline Lender) at its address for notice specified herein, and with the same notice period required for a copy to Notice of Drawdown or Notice of Rollover, as the Administrative Agent at the Administrative Agent’s Office) case may be, in respect of an Advance by way of a Letter of Credit Application thereforin accordance with Section 5.2(d), an application form (an “L/C Application”) completed to the satisfaction of the applicable Issuing Lender, acting reasonably, and such other certificates, documents and other papers and information as may be customary and as the applicable Issuing Lender or the Agent may reasonably reasonable request. (b) At the option of the Borrower, which such information shall include (a) in the case of a request for an initial issuance of a each Letter of Credit, (i) the Permitted Currency in which such Credit may be issued as either a Fronted LC or a Swingline LC. Each Letter of Credit shall be denominatedsubstantially in the Issuing Lender's standard form with modifications thereto consistent with the provisions hereof, (ii) 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 CreditCredit issued in favour of the Government of Canada or any province or territory thereof or any agency thereof, in such form as is requested by such Administrative Body and agreed to by the event a Lender advises the L/C Agent that such Lender is a Participating Issuing Lender, acting reasonably, and in each case with any changes to such Participating Lender’s Revolving Commitment Percentage of such Several Letter of Credit will be issued form requested by the L/C Agent Borrower acting reasonably 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)), (iii) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (iv) the amount thereof, (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter Issuing Lender will determine in good faith and on a commercially reasonable basis does not materially increase the obligations, or diminish the rights, of Credit any Lender relative to be amended, such form or (ii) the proposed date of amendment thereof Issuing Lender and the Majority Lenders, each acting reasonably, will approve. (which shall be a Business Dayc) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit L/C Application, : (i) the Issuing Lender shall or the Swingline Lender, as applicable, will process such Letter of Credit L/C Application and the certificates, ,documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures procedures; (ii) in the case of a Fronted LC, the Agent will notify each Lender thereof, which notice shall also specify each Lender's share of the amount of such Letter of Credit based upon such Lender's Rateable Portion; and shall(iii) unless such Letter of Credit is, subject to Section 3.1 and Article Vby its terms, automatically renewable, the Issuing Lender will promptly issue or renew the Letter of Credit requested thereby (but in no event shall will the Issuing Lender be required to issue or renew any Letter of Credit earlier than three (3) Business Banking Days after its receipt of a Notice of Drawdown or Notice of Rollover in respect of the Letter of Credit Application therefor and all such other certificatesto be issued or renewed, documents and other papers and information relating theretoas the case may be) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the CompanyBorrower. The Issuing Lender shall promptly will furnish to the Company a copy of such Letter of Credit to the Borrower and the Agent promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant of following the issuance and upon request by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinrenewal thereof.

Procedure for Issuance of Letters of Credit. (a) The Company Borrower may from time to time request that an the Issuing Lender issue or renew a Letter of Credit by delivering to the applicable Issuing Lender Agent (and, if applicable, the Swingline Lender) at it address for notice specified herein, and with the same notice period required for a copy to Notice of Drawdown or Notice of Rollover, as the Administrative Agent at the Administrative Agent’s Office) case may be, in respect of an Advance by way of a Letter of Credit Application thereforin accordance with Section 5.2(d), an application form (an "L/C Application") completed to the satisfaction of the applicable Issuing Lender, acting reasonably, and such other certificates, documents and other papers and information as may be customary and as the applicable Issuing Lender or the Agent may reasonably reasonable request. (b) At the option of the Borrower, which such information shall include (a) in the case of a request for an initial issuance of a each Letter of Credit, (i) the Permitted Currency in which such Credit may be issued as either a Fronted LC or a Swingline LC. Each Letter of Credit shall be denominatedsubstantially in the Issuing Lender's standard form with modifications thereto consistent with the provisions hereof, (ii) 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 CreditCredit issued in favour of the Government of Canada or any province or territory thereof or any agency thereof, in such form as is requested by such Administrative Body and agreed to by the event a Lender advises the L/C Agent that such Lender is a Participating Issuing Lender, acting reasonably, and in each case with any changes to such Participating Lender’s Revolving Commitment Percentage of such Several Letter of Credit will be issued form requested by the L/C Agent Borrower acting reasonably 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)), (iii) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (iv) the amount thereof, (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter Issuing Lender will determine in good faith and on a commercially reasonable basis does not materially increase the obligations, or diminish the rights, of Credit any Lender relative to be amended, such form or (ii) the proposed date of amendment thereof Issuing Lender and the Majority Lenders, each acting reasonably, will approve. (which shall be a Business Dayc) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit L/C Application, : (i) the Issuing Lender shall or the Swingline Lender, as applicable, will process such Letter of Credit L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures procedures; (ii) in the case of a Fronted LC, the Agent will notify each Lender thereof, which notice shall also specify each Lender's share of the amount of such Letter of Credit based upon such Lender's Rateable Portion; and shall(iii) unless such Letter of Credit is, subject to Section 3.1 and Article Vby its terms, automatically renewable, the Issuing Lender will promptly issue or renew the Letter of Credit requested thereby (but in no event shall will the Issuing Lender be required to issue or renew any Letter of Credit earlier than three (3) Business Days after its receipt of a Notice of Drawdown or Notice of Rollover in respect of the Letter of Credit Application therefor and all such other certificatesto be issued or renewed, documents and other papers and information relating theretoas the case may be) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the CompanyBorrower. The Issuing Lender shall promptly will furnish to the Company a copy of such Letter of Credit to the Borrower and the Agent promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant of following the issuance and upon request by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinrenewal thereof.

Procedure for Issuance of Letters of Credit. (a) The Company Borrower may from time to time request that an the Issuing Lender issue or renew a Letter of Credit by delivering to the applicable Issuing Lender Agent (and, if applicable, the Swingline Lender) at its address for notice specified herein, and with the same notice period required for a copy to Notice of Drawdown or Notice of Rollover, as the Administrative Agent at the Administrative Agent’s Office) case may be, in respect of an Advance by way of a Letter of Credit Application thereforin accordance with Section 5.2(d), an application form (an “L/C Application”) completed to the satisfaction of the applicable Issuing Lender, acting reasonably, and such other certificates, documents and other papers and information as may be customary and as the applicable Issuing Lender or the Agent may reasonably reasonable request. (b) At the option of the Borrower, which such information shall include (a) in the case of a request for an initial issuance of a each Letter of Credit, (i) the Permitted Currency in which such Credit may be issued as either a Fronted LC or a Swingline LC. Each Letter of Credit shall be denominatedsubstantially in the Issuing Lender's standard form with modifications thereto consistent with the provisions hereof, (ii) 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 CreditCredit issued in favour of the Government of Canada or any province or territory thereof or any agency thereof, in such form as is requested by such Administrative Body and agreed to by the event a Lender advises the L/C Agent that such Lender is a Participating Issuing Lender, acting reasonably, and in each case with any changes to such Participating Lender’s Revolving Commitment Percentage of such Several Letter of Credit will be issued form requested by the L/C Agent Borrower acting reasonably 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)), (iii) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (iv) the amount thereof, (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter Issuing Lender will determine in good faith and on a commercially reasonable basis does not materially increase the obligations, or diminish the rights, of Credit any Lender relative to be amended, such form or (ii) the proposed date of amendment thereof Issuing Lender and the Majority Lenders, each acting reasonably, will approve. (which shall be a Business Dayc) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit L/C Application, : (i) the Issuing Lender shall or the Swingline Lender, as applicable, will process such Letter of Credit L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures procedures; (ii) in the case of a Fronted LC, the Agent will notify each Lender thereof, which notice shall also specify each Lender's share of the amount of such Letter of Credit based upon such Lender's Rateable Portion; and shall(iii) unless such Letter of Credit is, subject to Section 3.1 and Article Vby its terms, automatically renewable, the Issuing Lender will promptly issue or renew the Letter of Credit requested thereby (but in no event shall will the Issuing Lender be required to issue or renew any Letter of Credit earlier than three (3) Business Banking Days after its receipt of a Notice of Drawdown or Notice of Rollover in respect of the Letter of Credit Application therefor and all such other certificatesto be issued or renewed, documents and other papers and information relating theretoas the case may be) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the CompanyBorrower. The Issuing Lender shall promptly will furnish to the Company a copy of such Letter of Credit to the Borrower and the Agent promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant of following the issuance and upon request by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinrenewal thereof.

Procedure for Issuance of Letters of Credit. The Company may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of Credit, (i) the Permitted Currency in which such Letter of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (iv) the amount thereof, (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the Issuing Lender 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, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. 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 L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation therein.

Procedure for Issuance of Letters of Credit. The Company may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to Whenever Borrower desires the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of CreditCredit hereunder, it shall give Agent and Facing Agent at least three (i3) Business Days' prior written notice (or such shorter period as may be agreed to by Borrower, Agent and Facing Agent) specifying the Permitted Currency in which such Letter day of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance date of the requested Letter of Credit thereof (which day shall be a Business Day), such notice to be given prior to 11:00 A.M. (ivNew York City time) on the date specified for the giving of such notice. Each such notice (each, a "Letter of Credit Request") shall be in the form of Exhibit 2.7(b) hereto and shall specify (A) the amount thereofproposed issuance date and expiration date, (vB) the expiry date thereofname(s) of each obligor with respect to such Letter of Credit, (viC) Borrower as the account party, (D) the name and address of the beneficiary thereof(which Person shall be reasonably acceptable to Facing Agent), (viiE) the documents to be presented by Stated Amount of such beneficiary in case proposed Letter of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, Credit and (ixF) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the Issuing Lender 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, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. The Issuing Lender shall promptly furnish to the Company a copy of such Letter of Credit and promptly notify such other information as Facing Agent may reasonably request. In addition, each Several Issuing Lender (Letter of Credit Request shall contain a description of the terms and conditions to be included in the case of Several Letters such proposed Letter of Credit) and L/C Participant of . Promptly after the issuance of or amendment to a Standby Letter of Credit, the Facing Agent shall notify the Borrower and upon request the Agent, in writing, of such issuance or amendment, and such notice shall be accompanied by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such issuance or amendment. Upon receipt of such notice, the Agent shall notify the Lenders, in writing of such issuance or amendment and if requested to by a Lender, the Agent shall provide such Lender with a copy of such issuance or amendment. With regards to Commercial Letters of Credit, the Facing Agent shall on the first Business Day of each week provide the Agent by facsimile with a report detailing the aggregate daily outstanding amount of Commercial Letters of Credit issued by such Facing Agent for the prior week. Unless otherwise specified, all Letters of Credit will be governed by Uniform Customs and Practice for Documentary Credits (the "UCP"). On the Business Day specified by Borrower and upon fulfillment or waiver of the applicable conditions set forth in Article VI, Facing Agent will issue the requested Letter of Credit and to the amount of such L/C Participant’s participation thereinapplicable beneficiary.

Procedure for Issuance of Letters of Credit. (i) The Company may from time to time request that an Issuing Lender issue a Letter shall give the Issuer and the Agent three (3) Business Days' prior written notice of Credit by delivering to the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial any requested issuance of a Letter of CreditCredit (except that, in lieu of such written notice, the Company may give the Issuer (x) notice of such request by tested telex or other tested arrangement satisfactory to the Issuer or (y) telephonic notice of such request if confirmed in writing by delivery to the Issuer (i) immediately (A) of a telecopy of the Permitted Currency written notice required hereunder which has been signed by an authorized signatory of the Company or (B) of a telex containing all information required to be contained in which such written notice and (ii) promptly (but in no event later than the requested time of issuance) of a copy of the written notice required hereunder containing the original signature of an authorized signatory of the Company). Each such notice (each a "Letter of Credit Request") shall be denominatedirrevocable once the relevant Letter of Credit is issued and shall specify the stated amount of the Letter of Credit requested, the Issuance Date (iiwhich day shall be a Business Day) whether of such requested Letter of Credit, the date on which such requested Letter of Credit is to expire (which date shall be a Business Day and shall in no event be on or after the Expiration Date), the purpose for which such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit (andissued, in and 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 Revolving 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)), (iii) the proposed issuance date of Person for whose benefit the requested Letter of Credit is to be issued. Promptly after receipt thereof, the Agent shall notify each Bank of the contents of each Letter of Credit Request. At the time such Letter of Credit Request is made, the Company shall also provide the Issuer and the Agent with a copy of the form of the Letter of Credit it is requesting be issued. Such Letter of Credit Request, to be effective, must be received by the Issuer and the Agent not later than 2:00 p.m. (Chicago time) on the last Business Day on which shall notice can be a Business Daygiven under this Section 2.18(c). (ii) Subject to the terms and conditions of this Section 2.18(c) and provided that the applicable conditions set forth in Section 4.01(c), (ivSection 4.01(d) and Section 2.18(b) have been satisfied, the amount thereofIssuer shall, (v) on the expiry date thereofrequested Issuance Date, (vi) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of issue the requested Letter of Credit; Credit for the account of the Company in accordance with the Issuer's usual and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and customary business practices. (iii) the nature of the proposed amendment. Upon receipt An Issuer shall not amend, renew, extend, or permit an extension of any Letter of Credit Application, unless the Issuing Lender shall process such requirements of this Section 2.18(c) are met as if a new Letter of Credit Application were being requested and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. 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 L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinissued.

Procedure for Issuance of Letters of Credit. (a) The Company Company, on behalf of any Borrower, may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to the applicable such Issuing Lender (with a copy to the Administrative Agent Agent) at the Administrative Agent’s Office) a Letter office of Credit the Issuing Lender set forth on Schedule 13.1 or such other office mutually acceptable to such Borrower and such Issuing Lender an L/C Application therefor, completed to the satisfaction of such Issuing Lender and signed by a Responsible Officer. The L/C Application must be received by the applicable relevant Issuing Lender, Lender (and the Administrative Agent) by no later than 11:00 a.m. Atlanta time at least two (2) Business Days (or such other certificates, documents later date and other papers and information time as the applicable relevant Issuing Lender may reasonably requestagree in a particular instance in its sole discretion) prior to the requested issuance date (or requested amendment, which such information shall include (a) in extension or renewal date). In the case of a request for an initial issuance of a Letter of Credit, (i) the Permitted Currency in which such Letter of Credit shall be denominated, (ii) 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 Application shall specify in form and detail satisfactory to the relevant Issuing Lender, such Participating Lender’s Revolving 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)), : (iiiA) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (ivB) the amount thereof, ; (vC) the expiry date thereof, ; (viD) the name and address of the beneficiary thereof, ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, ; (G) the Applicable Currency; (H) the name of the Borrower account party and (ixI) such other matters as the purpose and nature of the requested Letter of Credit; and (b) in relevant Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, the L/C Application shall specify in form and detail satisfactory to the relevant Issuing Lender: (iA) the Letter of Credit to be amended, ; (iiB) the proposed date of amendment thereof (which shall be a Business Day) and ); (iiiC) the nature of the proposed amendment; and (D) such other matters as the relevant Issuing Lender may require. (b) Promptly after receipt of any L/C Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the applicable Borrower and, if not, the relevant Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the relevant Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant Issuing Lender’s usual and customary business practices. (c) Promptly after its delivery of any Letter of Credit Application, the Issuing Lender shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered or any amendment to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof or as otherwise may be agreed by thereof, the relevant Issuing Lender will also deliver to the applicable Borrower and the Company. The Issuing Lender shall promptly furnish to the Company Administrative Agent a true and complete copy of such Letter of Credit and promptly notify or amendment. (d) On the last Business Day of each Several calendar quarter, each Issuing Lender (in or the case of Several Administrative Agent if the Administrative Agent agrees to undertake such action) shall report to each Lender all Letters of Credit) Credit issued by it during the previous calendar quarter and L/C Participant of the issuance average daily undrawn and upon request by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter unexpired amounts for all Letters of Credit and the amount of for each day in such L/C Participant’s participation thereincalendar quarter.

Procedure for Issuance of Letters of Credit. (a) The Company Borrower may from time to time request that an the Issuing Lender issue or renew a Letter of Credit by delivering to the applicable Issuing Lender Agent (and, if applicable, the Swingline Lender) at its address for notice specified herein, and with the same notice period required for a copy to Notice of Drawdown or Notice of Rollover, as the Administrative Agent at the Administrative Agent’s Office) case may be, in respect of an Advance by way of a Letter of Credit Application thereforin accordance with Section 5.2(d), an application form (an “ L/C Application”) completed to the satisfaction of the applicable Issuing Lender, acting reasonably, and such other certificates, documents and other papers and information as may be customary and as the applicable Issuing Lender or the Agent may reasonably reasonable request. (b) At the option of the Borrower, which such information shall include (a) in the case of a request for an initial issuance of a each Letter of Credit, (i) the Permitted Currency in which such Credit may be issued as either a Fronted LC or a Swingline LC. Each Letter of Credit shall be denominatedsubstantially in the Issuing Lender's standard form with modifications thereto consistent with the provisions hereof, (ii) 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 CreditCredit issued in favour of the Government of Canada or any province or territory thereof or any agency thereof, in such form as is requested by such Administrative Body and agreed to by the event a Lender advises the L/C Agent that such Lender is a Participating Issuing Lender, acting reasonably, and in each case with any changes to such Participating Lender’s Revolving Commitment Percentage of such Several Letter of Credit will be issued form requested by the L/C Agent Borrower acting reasonably 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)), (iii) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (iv) the amount thereof, (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter Issuing Lender will determine in good faith and on a commercially reasonable basis does not materially increase the obligations, or diminish the rights, of Credit any Lender relative to be amended, such form or (ii) the proposed date of amendment thereof Issuing Lender and the Majority Lenders, each acting reasonably, will approve. (which shall be a Business Dayc) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit L/C Application, : (i) the Issuing Lender shall or the Swingline Lender, as applicable, will process such Letter of Credit L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures procedures; (ii) in the case of a Fronted LC, the Agent will notify each Lender thereof, which notice shall also specify each Lender's share of the amount of such Letter of Credit based upon such Lender's Rateable Portion; and shall(iii) unless such Letter of Credit is, subject to Section 3.1 and Article Vby its terms, automatically renewable, the Issuing Lender will promptly issue or renew the Letter of Credit requested thereby (but in no event shall will the Issuing Lender be required to issue or renew any Letter of Credit earlier than three (3) Business Banking Days after its receipt of a Notice of Drawdown or Notice of Rollover in respect of the Letter of Credit Application therefor and all such other certificatesto be issued or renewed, documents and other papers and information relating theretoas the case may be) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the CompanyBorrower. The Issuing Lender shall promptly will furnish to the Company a copy of such Letter of Credit to the Borrower and the Agent promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant of following the issuance and upon request by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinrenewal thereof.

Procedure for Issuance of Letters of Credit. The Company (a) Each Borrower may from time to time-to-time request that an any Issuing Lender issue or amend a Letter of Credit by delivering to the applicable such Issuing Lender (with a copy to and the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, Request and such other certificates, documents and other papers and information as the applicable such Issuing Lender may reasonably request, which request (consistent with requests made by such information shall include (a) in Issuing Lender from other similarly-situated account parties). In the case of a request for an initial issuance of a any Letter of Credit, such Letter of Credit Request shall specify: (i) the Permitted Currency in which maximum amount of such Letter of Credit shall be denominated, and the account party therefor; (ii) whether such Letter of Credit is to be a Fronted Performance Letter of Credit or a Several Trade 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 Revolving 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)), ; (iii) the proposed issuance requested date of the requested on which such Letter of Credit (which shall is to be a Business Day), issued; (iv) the amount thereof, purpose and nature of the proposed Letter of Credit; (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, of such Letter of Credit; (vi) the expiration or termination date of the Letter of Credit; (vii) the documents to be presented by such beneficiary in the case of any a drawing or demand for payment thereunder, ; and (viii) the full text of any certificate to be presented by delivery instructions for such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in . In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Request shall specify in form and detail satisfactory to the Administrative Agent and the Issuing Lender thereof: (i) the Letter of Credit to be amended, ; (ii) the proposed requested date of amendment thereof (which shall be a Business Day) and the proposed amendment; (iii) the nature of the proposed amendment; and (iv) the delivery instructions for such amendment. Any such Letter of Credit Request must be received by the applicable Issuing Lender and the Administrative Agent by no later than 11:00 a.m. (New York City time), one (1) Business Day prior to the date such Letter of Credit is to be issued or amended, or such other time as previously agreed between the Administrative Agent and the applicable Borrower. Upon receipt the issuance of any Letter of Credit Applicationor any amendment to an outstanding Letter of Credit, the Issuing Lender Administrative Agent and the applicable Lenders shall process such be entitled to assume that the Letter of Credit Application Request and the certificates, documents and other papers and information delivered to it reasonably requested by the relevant Issuing Lender in connection therewith in accordance with its customary procedures were completed and shall, subject delivered to Section 3.1 and Article V, promptly issue the satisfaction of such Issuing Lender. (b) Upon receipt of a Letter of Credit requested thereby (but in no event shall the Request by an Issuing Lender, such Issuing Lender be required to issue any Letter of Credit earlier than three will confirm with the Administrative Agent (3by telephone and in writing) Business Days after its receipt of that 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. The Issuing Lender shall promptly furnish to the Company Administrative Agent has received a copy of such Letter of Credit and promptly notify each Several Request and, if not, such Issuing Lender will provide the Administrative Agent, with a copy thereof. Upon receipt by such Issuing Lender of confirmation from the Administrative Agent, that the requested Letter of Credit or amendment is permitted in accordance with the terms hereof, such Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the requesting Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Lender’s usual and customary business practices. (c) Notwithstanding anything herein to the contrary, an Issuing Lender is under no obligation to issue or provide any Letter of Credit unless consented to by such Issuing Lender and the Administrative Agent, 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 or amending 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 Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance or amending of a Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (in the case of Several Letters an amendment of a Letter of Credit, for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and L/C Participant which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) such Letter of Credit is not in form and substance reasonably acceptable to such Issuing Lender thereof or the issuance and upon request by of such Letter of Credit shall violate any applicable Several policies of such Issuing Lender that apply to its customers generally. (d) Within one (1) Business Day after its delivery of any Letter of Credit or L/C Participantany amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, furnish to such Several the Issuing Lender or L/C Participant thereof will also deliver to the applicable Borrower and the Administrative Agent, a true and complete copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinor amendment.

Procedure for Issuance of Letters of Credit. (i) The Company may Borrower Representative may, from time to time until the date that is 30 days prior to the Maturity Date, request that an Issuing Lender L/C Issuer issue a Letter of Credit by delivering to the applicable Issuing Lender (with a copy to such L/C Issuer and the Administrative Agent at the Administrative Agent’s Office) its address for notices specified herein, a Letter of Credit Application therefor, and Request for L/C Credit Extension (completed to the reasonable satisfaction of the applicable Issuing Lendersuch L/C Issuer), and such other certificates, documents and other papers and information as the applicable Issuing Lender such L/C Issuer may reasonably request, which such information shall include (a) in the case of a . Each request for an initial the issuance of a Letter of Credit, or the amendment or extension of any outstanding Letter of Credit, shall be (i) the Permitted Currency irrevocable and made in which such Letter of Credit shall be denominatedwriting by an Authorized Officer, (ii) whether delivered to Agent and L/C Issuer via telefacsimile or other electronic method of transmission reasonably acceptable to Administrative Agent and L/C Issuer and reasonably in advance of the requested date of issuance, amendment, or extension, and (iii) subject to L/C Issuer’s authentication procedures with results satisfactory to L/C Issuer. Each Letter of Credit Application and Request for L/C Credit Extension shall be in form and substance reasonably satisfactory to Administrative Agent and such L/C Issuer and (i) shall specify (A) the Borrower for whose account such Letter of Credit is to be a Fronted being issued, (B) the amount of such Letter of Credit or a Several Letter of Credit (and, in the case of Several Letters of Credit, in (C) the event a Lender advises the L/C Agent that such Lender is a Participating Lenderdate of issuance, such Participating Lender’s Revolving Commitment Percentage amendment, renewal, or extension 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))Credit, (iiiD) the proposed issuance expiration date of the requested such Letter of Credit (which shall be a Business Day)Credit, (iv) the amount thereof, (v) the expiry date thereof, (viE) the name and address of the beneficiary thereof, (vii) of the documents to be presented by such beneficiary in case Letter of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunderCredit, and (ixF) such other information (including the purpose and nature of the requested Letter of Credit; and (b) conditions to drawing, and, in the case of a request for an amendment amendment, renewal, or extension, identification of any outstanding Letter of Credit, (i) the Letter of Credit to be so amended, renewed, or extended) as shall be reasonably necessary to prepare, amend, renew, or extend such Letter of Credit, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) accompanied by such Issuer Documents as Administrative Agent or such L/C Issuer may reasonably request or require, to the nature extent that such requests or requirements are consistent with the Issuer Documents that such L/C Issuer generally requests for Letters of the proposed amendmentCredit in similar circumstances. Upon receipt of any Letter of Credit ApplicationApplication and Request for L/C Credit Extension, the Issuing Lender shall such L/C Issuer will process such Letter of Credit Application and Request for L/C Credit Extension and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender an L/C Issuer be required required, unless otherwise agreed to by such L/C Issuer, to issue any Letter of Credit earlier than three five (35) Business Days after its receipt of the Letter of Credit Application and Request for L/C Credit Extension therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender such L/C Issuer and the CompanyBorrower Representative. The Issuing Lender applicable L/C Issuer shall promptly furnish to the Company a copy of such Letter of Credit and to the Borrower Representative promptly following the issuance thereof. No L/C Issuer 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 Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable L/C Issuer shall promptly notify the Administrative Agent, who shall promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant of the issuance and upon request Lender, thereof, which notice shall be accompanied by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant 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 Section 2.3(d). If the applicable L/C ParticipantIssuer is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such L/C Issuer 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 provide such report to each Lender. The Borrower Representative is responsible for the final text of the Letter of Credit as issued by the L/C Issuer, irrespective of any assistance the L/C Issuer may provide such as drafting or recommending text or by the L/C Issuer’s participation thereinuse or refusal to use text submitted by the Borrower Representative. The Borrowers understand that the final form of any Letter of Credit may be subject to such revisions and changes as are deemed necessary or appropriate by the L/C Issuer, and the Borrowers hereby consents to such revisions and changes not materially different from the application executed in connection therewith. The Borrower Representative is solely responsible for the suitability of the Letter of Credit for the applicable Borrower’s purposes. If the Borrower Representative requests the L/C Issuer to issue a Letter of Credit for an affiliated or unaffiliated third party (an “Account Party”), (i) such Account Party shall have no rights against the L/C Issuer; (ii) the applicable Borrower shall be responsible for the application and obligations under this Agreement; and (iii) communications (including notices) related to the respective Letter of Credit shall be among the L/C Issuer and the Borrower Representative or the applicable Borrower. The Borrower Representative will examine the copy of the Letter of Credit and any other documents sent by the L/C Issuer in connection therewith and shall promptly notify the L/C Issuer (not later than three (3) Business Days following the Borrower Representative’s receipt of documents from the L/C Issuer) of any non-compliance with the Borrower Representative’s instructions and of any discrepancy in any document under any presentment or other irregularity. Any L/C Issuer (other than W▇▇▇▇ Fargo or any of its Affiliates) shall notify Administrative Agent in writing no later than the Business Day prior to the Business Day on which such L/C Issuer issues any Letter of Credit. In addition, each L/C Issuer (other than W▇▇▇▇ Fargo or any of its Affiliates) shall, on the first Business Day of each week, submit to Administrative Agent a report detailing the daily undrawn amount of each Letter of Credit issued by such L/C Issuer during the prior calendar week. Each Letter of Credit shall be in form and substance reasonably acceptable to such L/C Issuer. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be subject to the applicable L/C Issuer’s authentication procedures with results satisfactory to such L/C Issuer. Each L/C Issuer’s records of the content of any such request will be conclusive. Notwithstanding anything to the contrary herein, each L/C Issuer may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of a Credit Party or one of its subsidiaries in respect of (x) a lease of real property, or (y) an employment agreement (which, for the avoidance of doubt, will not include Letters of Credit for workers’ compensation obligations). (ii) 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, Section 2.3(a). Unless the applicable L/C Issuer has received notice from the Requisite Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 3 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.3(a), then such L/C Issuer may issue the requested Letter of Credit for the account of the applicable Borrower or subsidiary in accordance with such L/C Issuer’s usual and customary practices. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any requirement of law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such L/C Issuer shall prohibit the issuance of letters of credit generally; (2) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such L/C Issuer consistently applied by such L/C Issuer to borrowers generally; or (3) there shall be imposed on such L/C Issuer or any other Secured Party any other condition regarding any Letter of Credit (for the avoidance of doubt, other than any condition set forth in this Agreement or the other Credit Documents), (iv) If by reason of (x) any Change in Law, or (y) compliance by the L/C Issuer or any other Secured Party with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor thereto): (1) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or any Revolving Loans or obligations to make Revolving Loans hereunder or hereby, or (2) there shall be imposed on the L/C Issuer or any other Secured Party any other condition regarding any Letter of Credit, Revolving Loans, or obligations to make Revolving Loans hereunder, and the result of the foregoing is to increase, directly or indirectly, the cost to such L/C Issuer or any other Secured Party of issuing, making, participating in, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, the Administrative Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify the Borrower Representative, and the Borrowers shall pay within 30 days after demand therefor, such amounts as the Administrative Agent may specify to be necessary to compensate such L/C Issuer or any other Secured Party for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, that (A) the Borrowers shall not be required to provide any compensation pursuant to this Section 2.3(b)(iii) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to the Borrower Representative, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Administrative Agent of any amount due pursuant to this Section 2.3(b)(iii), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Procedure for Issuance of Letters of Credit. (a) The Company Borrower may from time to time-to-time request that an any Issuing Lender issue or amend a Letter of Credit by delivering to the applicable such Issuing Lender (with a copy to and the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, Request and such other certificates, documents and other papers and information as the applicable such Issuing Lender may reasonably request, which request (consistent with requests made by such information shall include (a) in Issuing Lender from other similarly-situated account parties). In the case of a request for an initial issuance of a any Letter of Credit, such Letter of Credit Request shall specify: (i) the Permitted Currency in which maximum amount of such Letter of Credit shall be denominated, and the account party therefor; (ii) whether such Letter of Credit is to be a Fronted Performance Letter of Credit or a Several Trade 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 Revolving 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)), ; (iii) the proposed issuance requested date of the requested on which such Letter of Credit (which shall is to be a Business Day), issued; (iv) the amount thereof, purpose and nature of the proposed Letter of Credit; (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, of such Letter of Credit; (vi) the expiration or termination date of the Letter of Credit; (vii) the documents to be presented by such beneficiary in the case of any a drawing or demand for payment thereunder, ; and (viii) the full text of any certificate to be presented by delivery instructions for such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in . In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Request shall specify in form and detail satisfactory to the Administrative Agent and the Issuing Lender thereof: (i) the Letter of Credit to be amended, ; (ii) the proposed requested date of amendment thereof (which shall be a Business Day) and the proposed amendment; (iii) the nature of the proposed amendment; and (iv) the delivery instructions for such amendment. Any such Letter of Credit Request must be received by the applicable Issuing Lender and the Administrative Agent by no later than 11:00 a.m. (New York City time), one (1) Business Day prior to the date such Letter of Credit is to be issued or amended, or such other time as previously agreed between the Administrative Agent and the Borrower. Upon receipt the issuance of any Letter of Credit Applicationor any amendment to an outstanding Letter of Credit, the Issuing Lender Administrative Agent and the applicable Lenders shall process such be entitled to assume that the Letter of Credit Application Request and the certificates, documents and other papers and information delivered to it reasonably requested by the relevant Issuing Lender in connection therewith in accordance with its customary procedures were completed and shall, subject delivered to Section 3.1 and Article V, promptly issue the satisfaction of such Issuing Lender. (b) Upon receipt of a Letter of Credit requested thereby (but in no event shall the Request by an Issuing Lender, such Issuing Lender be required to issue any Letter of Credit earlier than three will confirm with the Administrative Agent (3by telephone and in writing) Business Days after its receipt of that 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. The Issuing Lender shall promptly furnish to the Company Administrative Agent has received a copy of such Letter of Credit and promptly notify each Several Request and, if not, such Issuing Lender will provide the Administrative Agent, with a copy thereof. Upon receipt by such Issuing Lender of confirmation from the Administrative Agent, that the requested Letter of Credit or amendment is permitted in accordance with the terms hereof, such Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the requesting Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Lender’s usual and customary business practices. (c) Notwithstanding anything herein to the contrary, an Issuing Lender is under no obligation to issue or provide any Letter of Credit unless consented to by such Issuing Lender and the Administrative Agent, 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 or amending 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 Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance or amending of a Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (in the case of Several Letters an amendment of a Letter of Credit, for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and L/C Participant which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) such Letter of Credit is not in form and substance reasonably acceptable to such Issuing Lender thereof or the issuance and upon request by of such Letter of Credit shall violate any applicable Several policies of such Issuing Lender that apply to its customers generally. (d) Within one (1) Business Day after its delivery of any Letter of Credit or L/C Participantany amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, furnish to such Several the Issuing Lender or L/C Participant thereof will also deliver to the Borrower and the Administrative Agent, a true and complete copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinor amendment.

Procedure for Issuance of Letters of Credit. The Company may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to Whenever Borrower desires the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of CreditCredit hereunder, it shall give Agent and Facing Agent at least three (i3) Business Days’ prior written notice (or such shorter period as may be agreed to by Borrower, Agent and Facing Agent) specifying the Permitted Currency in which such Letter day of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance date of the requested Letter of Credit thereof (which day shall be a Business Day), such notice to be given prior to 11:00 A.M. (ivNew York City time) on the date 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 amount thereofproposed issuance date and expiration date, (vB) the expiry date thereofname(s) of each obligor with respect to such Letter of Credit, (viC) Borrower as the account party, (D) the name and address of the beneficiary thereof(which Person shall be reasonably acceptable to Facing Agent), (viiE) the documents to be presented by Stated Amount of such beneficiary in case proposed Letter of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, Credit and (ixF) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the Issuing Lender 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, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. The Issuing Lender shall promptly furnish to the Company a copy of such Letter of Credit and promptly notify such other information as Facing Agent may reasonably request. In addition, each Several Issuing Lender (Letter of Credit Request shall contain a description of the terms and conditions to be included in the case of Several Letters such proposed Letter of Credit) and L/C Participant of . Promptly after the issuance of or amendment to a Standby Letter of Credit, the Facing Agent shall notify the Borrower and upon request the Agent, in writing, of such issuance or amendment, and such notice shall be accompanied by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such issuance or amendment. Upon receipt of such notice, the Agent shall notify the Revolving Lenders, in writing of such issuance or amendment and if requested to by a Revolving Lender, the Agent shall provide such Revolving Lender with a copy of such issuance or amendment. Unless otherwise specified, all Letters of Credit will be governed by Uniform Customs and Practice for Documentary Credits (the "UCP"). On the Business Day specified by Borrower and upon fulfillment or waiver of the applicable conditions set forth in Article VI, Facing Agent will issue the requested Letter of Credit and to the amount of such L/C Participant’s participation thereinapplicable beneficiary.

Procedure for Issuance of Letters of Credit. (a) The Company Borrower may from time to time request that an the Issuing Lender issue or renew a Letter of Credit by delivering to the applicable Issuing Lender Agent (and, if applicable, the Swingline Lender) at it address for notice specified herein, and with the same notice period required for a copy to Notice of Drawdown or Notice of Rollover, as the Administrative Agent at the Administrative Agent’s Office) case may be, in respect of an Advance by way of a Letter of Credit Application thereforin accordance with Section 5.2(d), an application form (an "L/C Application") completed to the satisfaction of the applicable Issuing Lender, acting reasonably, and such other certificates, documents and other papers and information as may be customary and as the applicable Issuing Lender or the Agent may reasonably reasonable request. (b) At the option of the Borrower, which such information shall include (a) in the case of a request for an initial issuance of a each Letter of Credit, (i) the Permitted Currency in which such Credit may be issued as either a Fronted LC or a Swingline LC. Each Letter of Credit shall be denominatedsubstantially in the Issuing Lender's standard form with modifications thereto consistent with the provisions hereof, (ii) 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 CreditCredit issued in favour of the Government of Canada or any province or territory thereof or any agency thereof, in such form as is requested by such Administrative Body and agreed to by the event a Lender advises the L/C Agent that such Lender is a Participating Issuing Lender, acting reasonably, and in each case with any changes to such Participating Lender’s Revolving Commitment Percentage of such Several Letter of Credit will be issued form requested by the L/C Agent Borrower acting reasonably 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)), (iii) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (iv) the amount thereof, (v) the expiry date thereof, (vi) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter Issuing Lender will determine in good faith and on a commercially reasonable basis does not materially increase the obligations, or diminish the rights, of Credit any Revolving Lender relative to be amended, such form or (ii) the proposed date of amendment thereof Issuing Lender and the Majority Lenders, each acting reasonably, will approve. (which shall be a Business Dayc) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit L/C Application, : (i) the Issuing Lender shall or the Swingline Lender, as applicable, will process such Letter of Credit L/C Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures procedures; (ii) in the case of a Fronted LC, the Agent will notify each Revolving Lender thereof, which notice shall also specify each Revolving Lender's share of the amount of such Letter of Credit based upon such Lender's Rateable Portion under the Revolving Credit Facility; and shall(iii) unless such Letter of Credit is, subject to Section 3.1 and Article Vby its terms, automatically renewable, the Issuing Lender will promptly issue or renew the Letter of Credit requested thereby (but in no event shall will the Issuing Lender be required to issue or renew any Letter of Credit earlier than three (3) Business Banking Days after its receipt of a Notice of Drawdown or Notice of Rollover in respect of the Letter of Credit Application therefor and all such other certificatesto be issued or renewed, documents and other papers and information relating theretoas the case may be) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the CompanyBorrower. The Issuing Lender shall promptly will furnish to the Company a copy of such Letter of Credit to the Borrower and the Agent promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant of following the issuance and upon request by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinrenewal thereof.

Procedure for Issuance of Letters of Credit. The Company may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to Whenever the applicable Issuing Lender (with a copy to Borrower desires the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of CreditCredit hereunder, it shall give the Administrative Agent and the applicable Facing Agent at least four (i4) the Permitted Currency in which Business Days' prior written notice (or such Letter of Credit shall shorter period as may be denominated, (ii) whether such Letter of Credit is agreed 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 Revolving Commitment Percentage of such Several Letter of Credit will be issued by the L/C Borrower, the Administrative Agent as and 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)), (iiiapplicable Facing Agent) specifying the proposed day of issuance date of the requested Letter of Credit thereof (which day shall be a Business Day), such notice to be given prior to 1:00 p.m. (ivNew York City time) on the date specified for the giving of such notice. Each such notice (each, a "LETTER OF CREDIT REQUEST") shall be in the form of EXHIBIT 2.10(B) hereto and shall specify (A) the amount thereofproposed issuance date and expiration date, (vB) the expiry date thereofname(s) of each obligor with respect to such Letter of Credit, (viC) the Borrower or any of its Subsidiaries as the account party, (D) the name and address of the beneficiary thereofbeneficiary, (viiE) the documents to be presented by Stated Amount of such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding proposed Letter of Credit, (iF) the currency in which such proposed Letter of Credit is to be amendedissued and (G) such other information as Facing Agent may reasonably request. In addition, each Letter of Credit Request shall contain a description of the terms and conditions to be included in such proposed Letter of Credit (ii) the proposed date all of amendment thereof (which terms and conditions shall be acceptable in form to the applicable Facing Agent). Promptly after the issuance, amendment, extension or modification of a Business Day) Standby Letter of Credit, the Facing Agent shall notify the Borrower and (iii) the nature Administrative Agent, in writing of the proposed such activity and such notice shall be accompanied by a copy of such issuance, amendment, extension or modification. Upon receipt of such notice, the Administrative Agent shall notify the Revolving Lenders of such issuance, amendment, extension or modification and, if any Letter Revolving Lender so requests, the Administrative Agent shall provide such Revolving Lender with copies of such issuance, amendment, modification or extension. With regard to Commercial Letters of Credit, the Facing Agent shall, on the first Business Day of each week, provide the Administrative Agent, by facsimile, with a report of the daily aggregate outstandings for the previous week. Unless otherwise specified, all Letters of Credit Application, will be governed by the Issuing Lender shall process "Uniform Customs and Practice for Documentary Credits" as in effect on the date of issuance of such Letter of Credit Application Credit. On the Business Day specified by the Borrower and upon confirmation from the certificatesAdministrative Agent that the applicable conditions set forth in ARTICLE V have been fulfilled or waived, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article V, promptly the applicable Facing Agent will issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. 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 L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C Participant’s participation thereinbeneficiary.

Procedure for Issuance of Letters of Credit. The Whenever the Company may from time to time request that an Issuing Lender issue desires the issuance of a Letter of Credit by delivering to hereunder, it shall give the applicable Issuing Lender relevant Facing Agent (with a copy to the Administrative Agent Documentation Agent) at the Administrative Agent’s Officeleast five (5) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of Credit, (i) the Permitted Currency in which such Letter of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance date of Business Days' prior written notice specifying the requested Letter day of Credit issuance thereof (which day shall be a Business Day), such notice to be given prior to 10:00 a.m. (ivNew York City time) on the date specified for the giving of such notice. Each such notice (each, a "Letter of Credit Request") shall be in the form of Exhibit J hereto and shall specify (A) the amount thereofname of the Bank which the Company would like to act as the Facing Agent, (vB) the expiry proposed issuance date thereofand expiration date of the requested Letter of Credit, (viC) the name and address of the beneficiary thereof(which Person shall be reasonably acceptable to the Facing Agent), (viiD) the documents to be presented by Stated Amount of such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ix) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (iE) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the Issuing Lender 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, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 purpose of such Letter of Credit (which shall be acceptable to the beneficiary thereof Facing Agent), and (F) such other information as the Documentation Agent or as the Facing Agent may reasonably request. In addition, each Letter of Credit Request shall contain a description of the terms and conditions to be included in the proposed Letter of Credit (all of which terms and conditions shall be acceptable to the Facing Agent). No Letter of Credit shall contain any provision for payment thereunder at any time earlier than 2:00 p.m. (New York City time) on the first Business Day after the presentation of all drafts, demands for payment and all other documents, if any, required to be presented pursuant to such Letter of Credit. Unless otherwise may specified, all Letters of Credit will be agreed governed by the Issuing Lender Uniform Customs and Practice for Documentary Credits of the Company. The Issuing Lender shall promptly furnish to International Chamber of Commerce as in effect on the Company a copy date of issuance of such Letter of Credit Credit. On the Business Day specified by the Company and promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant upon fulfillment or waiver of the issuance and upon request by any applicable Several Issuing Lender or L/C Participantconditions set forth in Article IV, furnish to such Several Issuing Lender or L/C Participant a copy of such the Facing Agent will issue the requested Letter of Credit and to the amount of such L/C Participant’s participation thereinapplicable beneficiary.

Procedure for Issuance of Letters of Credit. The Company may from time to time request that an Issuing Lender issue Whenever a Letter of Credit by delivering to Borrower desires the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of CreditCredit hereunder, it shall give Agent and Facing Agent at least three (i3) Business Days' prior written notice (or such shorter period as may be agreed to by such Borrower, Agent and Facing Agent) specifying the Permitted Currency in which such Letter day of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance date of the requested Letter of Credit thereof (which day shall be a Business Day), such notice to be given prior to 12:00 P.M. (ivNew York City time) on the date 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 amount thereofproposed issuance date and expiration date, (vB) the expiry date thereofname(s) of each obligor with respect to such Letter of Credit, (viC) a Borrower as the account party, (D) the name and address of the beneficiary thereof(which Person shall be reasonably acceptable to Facing Agent), (viiE) the documents to be presented by Stated Amount of such beneficiary in case proposed Letter of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, Credit and (ixF) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the Issuing Lender 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, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. The Issuing Lender shall promptly furnish to the Company a copy of such Letter of Credit and promptly notify such other information as Facing Agent may reasonably request (which shall be acceptable to Agent and Facing Agent). In addition, each Several Issuing Lender Letter of Credit Request shall contain a description of the terms and conditions to be included in such proposed Letter of Credit (in all of which terms and conditions shall be acceptable to Facing Agent). Promptly after the case issuance or amendment of Several Letters any Letter of Credit) , Facing Agent shall notify Agent and L/C Participant the applicable Borrower of the such issuance or amendment, and upon request such notice shall be accompanied by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such issuance or amendment. Promptly after receipt of such notice, Agent shall notify the Lenders of such issuance or amendment and shall provide a copy thereof upon the request of any Lender. 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. Each Letter of Credit shall include any other documents as Facing Agent customarily requires in connection therewith. On the Business Day specified by a Borrower and upon fulfillment or waiver of the amount applicable conditions set forth in Article V, Facing Agent will issue the requested Letter of such L/C Participant’s participation thereinCredit to the applicable beneficiary.

Procedure for Issuance of Letters of Credit. (a) The Company Company, on behalf of any Borrower, may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to the applicable such Issuing Lender (with a copy to the Administrative Agent Agent) at the Administrative Agent’s Office) a Letter office of Credit the Issuing Lender set forth on Schedule 13.1 or such other office mutually acceptable to such Borrower and such Issuing Lender an L/C Application therefor, completed to the satisfaction of such Issuing Lender and signed by a Responsible Officer. The L/C Application must be received by the applicable relevant Issuing Lender, Lender (and the Administrative Agent) by no later than 11:00 a.m. Atlanta time at least two (2) Business Days (or such other certificates, documents later date and other papers and information time as the applicable relevant Issuing Lender may reasonably requestagree in a particular instance in its sole discretion) prior to the requested issuance date (or requested amendment, which such information shall include (a) in extension or renewal date). In the case of a request for an initial issuance of a Letter of Credit, (i) the Permitted Currency in which such Letter of Credit shall be denominated, (ii) 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 Application shall specify in form and detail satisfactory to the relevant Issuing Lender, such Participating Lender’s Revolving 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)), : (iiiA) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (ivB) the amount thereof, ; (vC) the expiry date thereof, ; (viD) the name and address of the beneficiary thereof, ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, ; (G) the Applicable Currency; (H) the name of the Borrower account party and (ixI) such other matters as the purpose and nature of the requested Letter of Credit; and (b) in relevant Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, the L/C Application shall specify in form and detail satisfactory to the relevant Issuing Lender: (iA) the Letter of Credit to be amended, ; (iiB) the proposed date of amendment thereof (which shall be a Business Day) and ); (iiiC) the nature of the proposed amendment; and (D) such other matters as the relevant Issuing Lender may require. (b) Promptly after receipt of any L/C Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the applicable Borrower and, if not, the relevant Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the relevant Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant Issuing Lender's usual and customary business practices. (c) Promptly after its delivery of any Letter of Credit Application, the Issuing Lender shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered or any amendment to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof or as otherwise may be agreed by thereof, the relevant Issuing Lender will also deliver to the applicable Borrower and the Company. The Issuing Lender shall promptly furnish to the Company Administrative Agent a true and complete copy of such Letter of Credit and promptly notify or amendment. (d) On the last Business Day of each Several calendar quarter, each Issuing Lender (in or the case of Several Administrative Agent if the Administrative Agent agrees to undertake such action) shall report to each Lender all Letters of Credit) Credit issued by it during the previous calendar quarter and L/C Participant of the issuance average daily undrawn and upon request by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter unexpired amounts for all Letters of Credit and the amount of for each day in such L/C Participant’s participation thereincalendar quarter.

Procedure for Issuance of Letters of Credit. The Company may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to Whenever Borrower desires the applicable Issuing Lender (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of the applicable Issuing Lender, and such other certificates, documents and other papers and information as the applicable Issuing Lender may reasonably request, which such information shall include (a) in the case of a request for an initial issuance of a Letter of CreditCredit hereunder, it shall give Agent and Facing Agent at least three (i3) Business Days' prior written notice (or such shorter period as may be agreed to by Borrower, Agent and Facing Agent) specifying the Permitted Currency in which such Letter day of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance date of the requested Letter of Credit thereof (which day shall be a Business Day), such notice to be given prior to 11:00 A.M. (ivNew York City time) on the date 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 amount thereofproposed issuance date and expiration date, (vB) the expiry date thereofname(s) of each obligor with respect to such Letter of Credit, (viC) Borrower as the account party, (D) the name and address of the beneficiary thereof(which Person shall be reasonably acceptable to Facing Agent), (viiE) the documents to be presented by Stated Amount of such beneficiary in case proposed Letter of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, Credit and (ixF) the purpose and nature of the requested Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the Issuing Lender 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, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue 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 to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the Company. The Issuing Lender shall promptly furnish to the Company a copy of such Letter of Credit and promptly notify such other information as Facing Agent may reasonably request. In addition, each Several Issuing Lender (Letter of Credit Request shall contain a description of the terms and conditions to be included in the case of Several Letters such proposed Letter of Credit) and L/C Participant of . Promptly after the issuance of or amendment to a Standby Letter of Credit, the Facing Agent shall notify the Borrower and upon request the Agent, in writing, of such issuance or amendment, and such notice shall be accompanied by any applicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such issuance or amendment. Upon receipt of such notice, the Agent shall notify the Revolving Lenders, in writing of such issuance or amendment and if requested to by a Revolving Lender, the Agent shall provide such Revolving Lender with a copy of such issuance or amendment. With regards to Commercial Letters of Credit, the Facing Agent shall on the first Business Day of each week provide the Agent by facsimile with a report detailing the aggregate daily outstanding amount of Commercial Letters of Credit issued by such Facing Agent for the prior week. Unless otherwise specified, all Letters of Credit will be governed by Uniform Customs and Practice for Documentary Credits (the "UCP"). On the Business Day specified by Borrower and upon fulfillment or waiver of the applicable conditions set forth in Article VI, Facing Agent will issue the requested Letter of Credit and to the amount of such L/C Participant’s participation thereinapplicable beneficiary.

Procedure for Issuance of Letters of Credit. The Company Borrower may from time to time request that an any Issuing Lender issue issue, amend, renew or extend a Letter of Credit by delivering to the applicable such Issuing Lender at its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender, and such other certificates, documents and other papers Letter of Credit Documents and information as the applicable such Issuing Lender or the Administrative Agent may reasonably request, which not later than 11:00 a.m. at least two (2) Business Days (or such information 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 include specify (a) in the case of a request for an initial issuance of a Letter of Credit, (i) the Permitted Currency in which such Letter of Credit shall be denominated, (ii) 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 Revolving 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)), (iii) the proposed issuance requested date of the requested Letter of Credit issuance, amendment, renewal or extension (which shall be a Business Day), (ivb) the date on which such Letter of Credit is to expire (which shall comply with Section 3.1(b)), (c) the amount thereofand currency of such Letter of Credit, (v) the expiry date thereof, (vid) the name and address of the beneficiary thereof, (vii) the documents to be presented by such beneficiary in case of any drawing thereunder, (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, and (ixe) the purpose and nature of the requested such Letter of Credit and (f) such other information as shall be necessary to issue, amend, renew or extend such Letter of Credit; and (b) in the case of a request for an amendment of any outstanding Letter of Credit, (i) the Letter of Credit to be amended, (ii) the proposed date of amendment thereof (which shall be a Business Day) and (iii) the nature of the proposed amendment. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender 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, subject to Section 3.1 and Article VVI, promptly issue issue, amend, renew or 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 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 theretothis Section 3.2) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the such Issuing Lender and the CompanyBorrower. The applicable Issuing Lender shall promptly furnish to the Company Borrower and the Administrative Agent a copy of such Letter of Credit and the related Letter of Credit Documents and the Administrative Agent shall promptly notify each Several Issuing Revolving Credit 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 L/C ParticipantRevolving Credit Lender, furnish to such Several Issuing Revolving Credit Lender or L/C Participant a copy of such Letter of Credit and the amount of such L/C ParticipantRevolving Credit Lender’s participation therein.