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

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent at its address for notices specified herein, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C Request, such Issuing Lender will process such L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than five Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Parent Borrower Representative may, may from time to time request during the Revolving Credit Commitment Period but in no event later than the 30th day prior to the Termination Date, request Date that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender and the Administrative Agent Agent, at its address their respective addresses for notices specified herein, an L/C a Letter of Credit Request therefor in the form of Exhibit J-2 K hereto (completed to the reasonable satisfaction of such the Issuing Lender), and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Each Letter of Credit Request shall specify the Designated Foreign Currency in which the requested Letter of Credit is to be denominated (or specify that the requested Letter of Credit is to be denominated in Dollars). Upon receipt of any L/C Letter of Credit Request, such the Issuing Lender will process such L/C Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall an the Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, required to issue any Letter of Credit earlier than five three Business Days after its receipt of the L/C Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such the Issuing Lender and the Borrower RepresentativeParent Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Parent Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel Promptly after the issuance or waive presentation amendment 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 Standby Letter of Credit, the applicable Issuing Lender shall promptly notify the Parent Borrower and the Administrative Agent, who shall promptly notify each Lenderin writing, thereof, which of such issuance or amendment and such notice shall be accompanied by a copy of such Letter of Credit issuance or amendment, renewal, extension or modification to a Letter of Credit and the amount . Upon receipt of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as notice, the Administrative Agent, shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regards to Commercial Letters of Credit, the Issuing Lender shall on the first Business Day of each calendar month, such Issuing Lender shall week provide to the Administrative Agent Agent, by facsimile, with a report listing all detailing the aggregate daily outstanding Commercial Letters of Credit and during the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lenderprevious week. (b) The making of each request for a Letter of Credit by the Parent Borrower Representative shall be deemed to be a representation and warranty by the Parent Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Parent Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Parent Borrower Representative may, may from time to time request during the Letter of Credit Commitment Period but in no event later than the 30th day prior to the Termination Date, request Date that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent Agent, at its address their respective addresses for notices specified herein, an L/C Request therefor in the form of Exhibit J-2 B hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Each L/C Request shall specify that the requested Letter of Credit is to be denominated in Dollars or the Designated Foreign Currency. Upon receipt of any L/C Request, such Issuing Lender will process such L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall an such Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than five three Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower RepresentativeParent Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Parent Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower RepresentativeParent Borrower. Upon Promptly after the issuance or amendment of any Letter of Credit or amendment, renewal, extension or modification to a Standby Letter of Credit, the applicable Issuing Lender shall promptly notify the Parent Borrower and the Administrative Agent, who shall promptly notify each Lenderin writing, thereof, which of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, renewaland if so requested by a Lender, extension or modification the Administrative Agent shall provide to a Letter of Credit and the amount such Lender copies of such Lender’s respective participation in such Letter issuance or amendment. With regards to Commercial Letters of Credit pursuant to Subsection 3.4. If the applicable Credit, each Issuing Lender is not the same person as the Administrative Agent, shall on the first Business Day of each calendar month, such Issuing Lender shall week provide to the Administrative Agent Agent, by facsimile, with a report listing all detailing the aggregate daily outstanding Commercial Letters of Credit and during the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lenderprevious week. (b) The making of each request for a Letter of Credit by the Parent Borrower Representative shall be deemed to be a representation and warranty by the Parent Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection Section 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection Section 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Parent Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The U.S. Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior request, upon at least three Business Days' notice, Chase Delaware, as Issuing Lender, to the Termination Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent at its address for notices specified hereinin subsection 18.2 a Letter of Credit Application, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and together with such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C RequestLetter of Credit Application from the U.S. Borrower, or, in the case of a Foreign Letter of Credit, from the U.S. Borrower and the Foreign Subsidiary that is an account party on such Letter of Credit, such Issuing Lender will promptly, but in no event later than five Business Days following receipt of such Letter of Credit Application, notify each U.S. Lender thereof. Upon receipt of any Letter of Credit Application, Chase Delaware, as Issuing Lender, will process such L/C Request Letter of Credit Application, and the other certificates, documents and other papers and information delivered to it in connection therewith therewith, in accordance with its customary procedures and shall promptly issue the such Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to earlier than three Business Days after receipt by such Issuing Lender, to issue any Lender of the Letter of Credit earlier than five Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information Application relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise and by furnishing a copy thereof to the U.S. Borrower and the Participating Lenders. In addition, the U.S. Borrower may be agreed from time to time agree with Issuing Lenders other than Chase Delaware upon procedures for issuance by such Issuing Lender Lenders of Letters of Credit and the Borrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter cause Letters of Credit to be issued by following such procedures. Such procedures shall be reasonably satisfactory to the Borrower Representative promptly following General Administrative Agent. Prior to the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify will confirm with the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the General 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. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1is permitted pursuant to Section 9 and subsection 12.2. Additionally, then such each Issuing Lender may issue and the requested Letter of Credit for U.S. Borrower shall inform the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree General Administrative Agent of any Governmental Authority or arbitrator shall by its terms purport modifications made to enjoin or restrain such Issuing Lender from issuing such Letter outstanding Letters of Credit, or of any Requirement of Law applicable payments made with respect to such Issuing Lender or Letters of Credit, and of any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over other information regarding such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter Letters of Credit would violate one or more existing (as of may be reasonably requested by the date hereof) policies of such Issuing Lender consistently applied General Administrative Agent, in each case pursuant to procedures established by such Issuing Lender to borrowers generallythe General Administrative Agent.

Procedure for Issuance of Letters of Credit. (a) The U.S. Borrower Representative may, may from time to time during request, upon at least three Business Days' notice, the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender to issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent at its address for notices specified hereinin subsection 17.2 a Letter of Credit Application, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and together with such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C RequestLetter of Credit Application from the U.S. Borrower, or, in the case of a Foreign Letter of Credit, from the U.S. Borrower and the Foreign Subsidiary that is an account party on such Letter of Credit, such Issuing Lender will promptly, but in no event later than five Business Days following receipt of such Letter of Credit Application, notify each U.S. Revolving Lender thereof. Upon receipt of any Letter of Credit Application, the Issuing Lender will process such L/C Request Letter of Credit Application, and the other certificates, documents and other papers and information delivered to it in connection therewith therewith, in accordance with its customary procedures and shall promptly issue the such Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to earlier than three Business Days after receipt by such Issuing Lender, to issue any Lender of the Letter of Credit earlier than five Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information Application relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise and by furnishing a copy thereof to the U.S. Borrower and the Participating Lenders. In addition, the U.S. Borrower may be agreed from time to time agree with Issuing Lenders other than JPMorgan Chase Bank upon procedures for issuance by such Issuing Lender Lenders of Letters of Credit and the Borrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter cause Letters of Credit to be issued by following such procedures. Such procedures shall be reasonably satisfactory to the Borrower Representative promptly following General Administrative Agent. Prior to the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify will confirm with the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the General 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. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1is permitted pursuant to Section 8 and subsection 11.2. Additionally, then such each Issuing Lender may issue and the requested Letter of Credit for U.S. Borrower shall inform the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree General Administrative Agent of any Governmental Authority or arbitrator shall by its terms purport modifications made to enjoin or restrain such Issuing Lender from issuing such Letter outstanding Letters of Credit, or of any Requirement of Law applicable payments made with respect to such Issuing Lender or Letters of Credit, and of any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over other information regarding such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter Letters of Credit would violate one or more existing (as of may be reasonably requested by the date hereof) policies of such Issuing Lender consistently applied General Administrative Agent, in each case pursuant to procedures established by such Issuing Lender to borrowers generallythe General Administrative Agent.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an any Issuing Lender issue issue, amend, renew or extend a Letter of Credit by delivering to such Issuing Lender and at its applicable office (with a copy to the Administrative Agent at its address for notices specified hereinthe Administrative Agent’s Office) a Letter of Credit Application therefor, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers Letter of Credit Documents and information as such Issuing Lender or the Administrative Agent may reasonably request, not later than 12:00 p.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in their sole discretion) prior to the proposed date of issuance, amendment, renewal or extension, as the case may be. Such notice shall specify (a) the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), (b) the date on which such Letter of Credit is to expire (which shall comply with Section 3.1(b)), (c) the amount of such Letter of Credit, (d) the name and address of the beneficiary thereof, (e) the purpose and nature of such Letter of Credit and (f) such other information as shall be necessary to issue, amend, renew or extend such Letter of Credit. Upon receipt of any L/C RequestLetter of Credit Application, such the applicable Issuing Lender will shall, process such L/C Request Letter of Credit Application and the certificates, documents and other papers Letter of Credit Documents and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue issue, amend, renew or extend the Letter of Credit requested thereby (but subject to the timing requirements set forth in no event shall an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than five Business Days after its receipt of the L/C Request 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 such Issuing Lender and the Borrower. Additionally, the Borrower Representativeshall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, renewal or extension, including any Letter of Credit Documents, as the applicable Issuing Lender or the Administrative Agent may require. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to and the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any related Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify Documents and the Administrative Agent, who Agent shall promptly notify each Lender of the issuance and upon request by any Lender, thereof, which notice shall be accompanied by furnish to such Lender a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender▇▇▇▇▇▇’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lendertherein. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The U.S. Borrower Representative may, may from time to time during request, upon at least three Business Days' notice, the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender to issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent at its address for notices specified hereinin subsection 17.2 a Letter of Credit Application, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and together with such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C RequestLetter of Credit Application from the U.S. Borrower, or, in the case of a Foreign Letter of Credit, from the U.S. Borrower and the Foreign Subsidiary that is an account party on such Letter of Credit, such Issuing Lender will promptly, but in no event later than five Business Days following receipt of such Letter of Credit Application, notify each U.S. Lender thereof. Upon receipt of any Letter of Credit Application, the Issuing Lender will process such L/C Request Letter of Credit Application, and the other certificates, documents and other papers and information delivered to it in connection therewith therewith, in accordance with its customary procedures and shall promptly issue the such Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to earlier than three Business Days after receipt by such Issuing Lender, to issue any Lender of the Letter of Credit earlier than five Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information Application relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise and by furnishing a copy thereof to the U.S. Borrower and the Participating Lenders. In addition, the U.S. Borrower may be agreed from time to time agree with Issuing Lenders other than JPMorgan Chase Bank upon procedures for issuance by such Issuing Lender Lenders of Letters of Credit and the Borrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter cause Letters of Credit to be issued by following such procedures. Such procedures shall be reasonably satisfactory to the Borrower Representative promptly following General Administrative Agent. Prior to the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify will confirm with the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the General 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. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1is permitted pursuant to Section 8 and subsection 11.2. Additionally, then such each Issuing Lender may issue and the requested Letter of Credit for U.S. Borrower shall inform the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree General Administrative Agent of any Governmental Authority or arbitrator shall by its terms purport modifications made to enjoin or restrain such Issuing Lender from issuing such Letter outstanding Letters of Credit, or of any Requirement of Law applicable payments made with respect to such Issuing Lender or Letters of Credit, and of any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over other information regarding such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter Letters of Credit would violate one or more existing (as of may be reasonably requested by the date hereof) policies of such Issuing Lender consistently applied General Administrative Agent, in each case pursuant to procedures established by such Issuing Lender to borrowers generallythe General Administrative Agent.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative mayshall give such Issuing Bank and the Administrative Agent not less than five (5) Business Days’ (or such shorter period as such Issuing Bank, from the Borrower and the Administrative Agent shall agree) prior notice (in writing or by telephonic notice confirmed promptly in writing) of any requested issuance of a Letter of Credit under this Agreement. Such notice shall specify (i) the stated amount of the Letter of Credit requested, (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(vi), (iv) the purpose for which such Letter of Credit is to be issued and (v) the Person for whose benefit the requested Letter of Credit is to be issued. At the time to time during such request is made, the Commitment Period but in no event later than Borrower shall also provide such Issuing Bank with a copy of the 30th day prior form of the Letter of Credit it is requesting be issued and the proposed form shall be reasonably acceptable to the Termination DateIssuing Bank. (b) [Reserved] (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the requirements of this Section 4.4 and Sections 4.1 and 4.2 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, request that then an Issuing Lender Bank shall issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit must permit such Issuing Bank to prevent any such renewal at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by delivering giving prior notice to the beneficiary thereof not later than 30 days (the “Nonrenewal Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonrenewal. Unless otherwise directed by the applicable Issuing Bank, Borrower shall not be required to make a specific request to such Issuing Lender and the Administrative Agent at its address Bank for notices specified herein, any such renewal. Once an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C Request, such Issuing Lender will process such L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Evergreen Letter of Credit requested thereby has been issued, Lenders shall be deemed to have authorized (but in no event shall an may not require) the applicable Issuing Lender be required, unless otherwise agreed Bank to by such Issuing Lender, to issue any Letter of Credit earlier than five Business Days after its receipt of permit the L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original renewal of such Letter of Credit at any time to a date not later than the beneficiary thereof or as otherwise may be agreed by Letter of Credit Expiration Date; provided, however, that such Issuing Lender and the Borrower Representative. The applicable Bank shall not permit any such renewal if (i) such Issuing Lender shall furnish a copy of Bank would have no obligation at such time to issue such Letter of Credit to in its renewed form under the Borrower Representative promptly following the issuance thereof. No Issuing Lender terms hereof (except that Section 4.3(i) shall amend, cancel or waive presentation of any Letter of Creditnot apply), or replace any lost, mutilated (ii) it has received notice (which must be in writing) on or destroyed Letter of Credit, without before the prior written consent of Business Day immediately preceding the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Nonrenewal Notice Date from Administrative Agent, who shall promptly notify each any Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one (1) or more of the applicable conditions specified in Section 6 are 5.2 is not then satisfied. Notwithstanding anything to the contrary contained herein, or that no Issuing Bank shall have any obligation to permit the issuance renewal of such any Evergreen Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practicesat any time. (ce) No Issuing Any Lender may, but shall not be under obligated to, issue to the Borrower or any obligation Subsidiary letters of credit (that are not Letters of Credit) for its own account, and at its own risk. None of the provisions of this Agreement shall apply to issue any Letter letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such credit that is not a Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an any Issuing Lender issue issue, amend, renew or extend a Letter of Credit by delivering to such Issuing Lender and at its applicable office (with a copy to the Administrative Agent at its address for notices specified hereinthe Administrative Agent’s Office) a Letter of Credit Application therefor, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers Letter of Credit Documents and information as such Issuing Lender or the Administrative Agent may reasonably request, not later than 12:00 p.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in their sole discretion) prior to the proposed date of issuance, amendment, renewal or extension, as the case may be. Such notice shall specify (a) the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), (b) the date on which such Letter of Credit is to expire (which shall comply with Section 3.1(b)), (c) the amount of such Letter of Credit, (d) the name and address of the beneficiary thereof, (e) the purpose and nature of such Letter of Credit and (f) such other information as shall be necessary to issue, amend, renew or extend such Letter of Credit. Upon receipt of any L/C RequestLetter of Credit Application, such the applicable Issuing Lender will shall, process such L/C Request Letter of Credit Application and the certificates, documents and other papers Letter of Credit Documents and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article V, promptly issue issue, amend, renew or extend the Letter of Credit requested thereby (but subject to the timing requirements set forth in no event shall an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than five Business Days after its receipt of the L/C Request 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 such Issuing Lender and the Borrower. Additionally, the Borrower Representativeshall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, renewal or extension, including any Letter of Credit Documents, as the applicable Issuing Lender or the Administrative Agent may require. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to and the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any related Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify Documents and the Administrative Agent, who Agent shall promptly notify each Lender of the issuance and upon request by any Lender, thereof, which notice shall be accompanied by furnish to such Lender a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lendertherein. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The U.S. Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior request, upon at least three Business Days' notice, Chase Delaware, as Issuing Lender, to the Termination Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent at its address for notices specified hereinin subsection 18.2 a Letter of Credit Application, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing 69 61 Lender), and together with such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C RequestLetter of Credit Application from the U.S. Borrower, or, in the case of a Foreign Letter of Credit, from the U.S. Borrower and the Foreign Subsidiary that is an account party on such Letter of Credit, such Issuing Lender will promptly, but in no event later than five Business Days following receipt of such Letter of Credit Application, notify each U.S. Lender thereof. Upon receipt of any Letter of Credit Application, Chase Delaware, as Issuing Lender, will process such L/C Request Letter of Credit Application, and the other certificates, documents and other papers and information delivered to it in connection therewith therewith, in accordance with its customary procedures and shall promptly issue the such Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to earlier than three Business Days after receipt by such Issuing Lender, to issue any Lender of the Letter of Credit earlier than five Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information Application relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise and by furnishing a copy thereof to the U.S. Borrower and the Participating Lenders. In addition, the U.S. Borrower may be agreed from time to time agree with Issuing Lenders other than Chase Delaware upon procedures for issuance by such Issuing Lender Lenders of Letters of Credit and the Borrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter cause Letters of Credit to be issued by following such procedures. Such procedures shall be reasonably satisfactory to the Borrower Representative promptly following General Administrative Agent. Prior to the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify will confirm with the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the General 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. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1is permitted pursuant to Section 9 and subsection 12.2. Additionally, then such each Issuing Lender may issue and the requested Letter of Credit for U.S. Borrower shall inform the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree General Administrative Agent of any Governmental Authority or arbitrator shall by its terms purport modifications made to enjoin or restrain such Issuing Lender from issuing such Letter outstanding Letters of Credit, or of any Requirement of Law applicable payments made with respect to such Issuing Lender or Letters of Credit, and of any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over other information regarding such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter Letters of Credit would violate one or more existing (as of may be reasonably requested by the date hereof) policies of such Issuing Lender consistently applied General Administrative Agent, in each case pursuant to procedures established by such Issuing Lender to borrowers generallythe General Administrative Agent.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an the applicable Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and (with a copy to the Administrative Agent at its address for notices specified hereinAgent) a Letter of Credit Application therefor, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C RequestLetter of Credit Application, such Issuing Lender will shall process such L/C Request Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 3.1 and Article VI, promptly issue the Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier later than five two (2) Business Days after its receipt of the L/C Request 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 such Issuing Lender and the Borrower RepresentativeBorrower. The applicable Such Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall and promptly notify each Revolving Lender of the issuance and upon request by any Revolving Lender, thereof, which notice shall be accompanied by furnish to such Lender a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Revolving Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4therein. If On the applicable Issuing Lender is not the same person as the Administrative Agent, on the first fifth Business Day of each calendar month, such each Issuing Lender (other than ▇▇▇▇▇ Fargo, in the event it is an Issuing Lender) shall provide deliver a report to the Administrative Agent a report listing all outstanding Letters identifying (i) each Letter of Credit and the amounts type and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance currency of such Letter of Credit would violate Subsection 3.1issued by it during the prior month, then such Issuing Lender may issue the requested and (ii) with respect to each Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. issued by it that remains outstanding, (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (iiA) the issuance of such Letter of Credit would violate one or more existing (face amount thereof as of the date hereofend of the prior month and the maximum potential face amount thereof, (B) policies the amount thereof that was drawn in the prior month, (C) the amount thereof that remains undrawn as of such Issuing Lender consistently applied by such Issuing Lender to borrowers generallythe last Business Day of the prior month and (D) the expiry date, including indication of auto-renewal feature, if applicable.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative mayIn connection with the issuance of each Letter of Credit, from time the L/C Eligible Account Parties, through Harvard, shall give the Issuing Bank and the Administrative Agent at least two Business Days' prior written notice, in such written or electronic form as is acceptable to time during the Commitment Period but in no event Issuing Bank), of the requested issuance of such Letter of Credit (an "L/C Application"). Such notice shall be irrevocable and shall specify the stated amount of the Letter of Credit requested, which stated amount shall not be less than $50,000 (unless otherwise agreed by the Issuing Bank), the requested date of issuance of such Letter of Credit (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall be a Business Day), and the beneficiary of such requested Letter of Credit. Such notice, to be effective, must be received by the Issuing Bank and the Administrative Agent not later than 12:00 noon (New York City time) on the 30th day second Business Day prior to the Termination Daterequested date for issuance of such Letter of Credit. (b) Subject to the satisfaction of the conditions applicable under tParagraph 2.3 of Section 2 hereof to the issuance of Letters of Credit and the conditions set forth in this Section 4, request that an the Issuing Lender Bank shall, on the requested date, issue a Letter of Credit by delivering to such Issuing Lender and on behalf of the Administrative Agent at its address for notices specified herein, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C Request, such Issuing Lender will process such L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith Eligible Account Parties in accordance with its the Issuing Bank's usual and customary procedures and business practices. The Issuing Bank shall promptly issue the Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to not issue any Letter of Credit earlier than five in the period commencing on the first Business Days Day after its receipt it receives written notice from any Agent or Lender that one or more of the L/C Request therefor conditions precedent contained in Paragraph 2.3 of Section 2 hereof shall not on such date be satisfied (unless previously waived), and all ending when such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof conditions are satisfied or as otherwise may be agreed by such Issuing Lender and the Borrower Representativewaived. The applicable Issuing Lender Bank shall furnish a copy of such Letter of Credit not otherwise be required to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Creditdetermine that, or replace any losttake notice whether, mutilated the conditions precedent set forth in Paragraph 2.3 of Section 2 hereof have been satisfied or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon waived in connection with the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may, Applicant may from time to time request, during the Commitment Period Period, but in no event later than the 30th day prior to the Termination Maturity Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent Agent, at its address their respective addresses for notices specified herein, an L/C Request therefor in the form of Exhibit J-2 B hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably requestrequest (which L/C Request must have been received by such Issuing Lender and the Administrative Agent prior to 12:00 P.M., New York City time, at least three Business Days prior to the requested date of issuance (or such shorter period as may be agreed by the Issuing Lender in its reasonable discretion)). Each L/C Request shall specify whether the requested Letter of Credit is to be denominated in Dollars or any Designated Foreign Currency. Upon receipt of any L/C Request, such Issuing Lender will process such L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall an such Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than five three Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower RepresentativeApplicant. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative Applicant promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower RepresentativeApplicant. Upon Promptly after the issuance or amendment of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Applicant and the Administrative Agent, who shall promptly notify each Lenderin writing, thereof, which of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, renewaland if so requested by a Lender, extension or modification the Administrative Agent shall provide to a Letter of Credit and the amount such Lender copies of such Lender’s respective participation in such Letter of Credit pursuant issuance or amendment. With regards to Subsection 3.4. If the applicable Commercial L/Cs, each Issuing Lender is not the same person as the Administrative Agent, shall on the first Business Day of each calendar month, such Issuing Lender shall week provide to the Administrative Agent Agent, by facsimile, with a report listing all detailing the aggregate daily outstanding Letters of Credit and Commercial L/Cs during the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lenderprevious week. (b) The making of each request for a Letter of Credit by the Borrower Representative Applicant shall be deemed to be a representation and warranty by the Borrower Representative Applicant that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection Section 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 6.2 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection Section 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary Applicant in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative mayshall give such Issuing Bank and the Administrative Agent not less than five (5) Business Days’ (or such shorter period as such Issuing Bank, from the Borrower and the Administrative Agent shall agree) prior notice (in writing or by telephonic notice confirmed promptly in writing) of any requested issuance of a Letter of Credit under this Agreement. Such notice shall specify (i) the stated amount of the Letter of Credit requested, (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(vi), (iv) the purpose for which such Letter of Credit is to be issued and (v) the Person for whose benefit the requested Letter of Credit is to be issued. At the time to time during such request is made, the Commitment Period but in no event later than Borrower shall also provide such Issuing Bank with a copy of the 30th day prior form of the Letter of Credit it is requesting be issued and the proposed form shall be reasonably acceptable to the Termination DateIssuing Bank. (b) [Reserved] (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the requirements of this Section 4.4 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, request that then an Issuing Lender Bank shall issue a Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of Credit”); provided that any such Evergreen Letter of Credit must permit such Issuing Bank to prevent any such renewal at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by delivering giving prior notice to the beneficiary thereof not later than 30 days (the “Nonrenewal Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonrenewal. Unless otherwise directed by the applicable Issuing Bank, Borrower shall not be required to make a specific request to such Issuing Lender and the Administrative Agent at its address Bank for notices specified herein, any such renewal. Once an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C Request, such Issuing Lender will process such L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Evergreen Letter of Credit requested thereby has been issued, Lenders shall be deemed to have authorized (but in no event shall an may not require) the applicable Issuing Lender be required, unless otherwise agreed Bank to by such Issuing Lender, to issue any Letter of Credit earlier than five Business Days after its receipt of permit the L/C Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original renewal of such Letter of Credit at any time to a date not later than the beneficiary thereof or as otherwise may be agreed by Letter of Credit Expiration Date; provided, however, that such Issuing Lender and the Borrower Representative. The applicable Bank shall not permit any such renewal if (i) such Issuing Lender shall furnish a copy of Bank would have no obligation at such time to issue such Letter of Credit to in its renewed form under the Borrower Representative promptly following the issuance thereof. No Issuing Lender terms hereof (except that Section 4.3(i) shall amend, cancel or waive presentation of any Letter of Creditnot apply), or replace any lost, mutilated (ii) it has received notice (which must be in writing) on or destroyed Letter of Credit, without before the prior written consent of Business Day immediately preceding the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Nonrenewal Notice Date from Administrative Agent, who shall promptly notify each any Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one (1) or more of the applicable conditions specified in Section 6 are 5.2 is not then satisfied. Notwithstanding anything to the contrary contained herein, or that no Issuing Bank shall have any obligation to permit the issuance renewal of such any Evergreen Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practicesat any time. (ce) No Issuing Any Lender may, but shall not be under obligated to, issue to the Borrower or any obligation Subsidiary letters of credit (that are not Letters of Credit) for its own account, and at its own risk. None of the provisions of this Agreement shall apply to issue any Letter letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such credit that is not a Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an the Issuing Lender issue issue, amend, renew or extend a Letter of Credit by delivering to such the Issuing Lender and at its applicable office (with a copy to the Administrative Agent at its address for notices specified hereinthe Administrative Agent’s Office) a Letter of Credit Application therefor, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such the Issuing Lender), and such other certificates, documents and other papers Letter of Credit Documents and information as the Issuing Lender or the Administrative Agent may request, not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the Issuing Lender may reasonably requestagree in their sole discretion) prior to the proposed date of issuance, amendment, renewal or extension, as the case may be. Such notice shall specify (a) the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), (b) the date on which such Letter of Credit is to expire (which shall comply with Section 2.7(b)), (c) the amount of such Letter of Credit, (d) the name and address of the beneficiary thereof, (e) the purpose and nature of such Letter of Credit and (f) such other information as shall be necessary to issue, amend, renew or extend such Letter of Credit. Upon receipt of any L/C RequestLetter of Credit Application, such the Issuing Lender will shall, if in its sole discretion it elects to do so, process such L/C Request Letter of Credit Application and the certificates, documents and other papers Letter of Credit Documents and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 2.7 and Article IV, 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 an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than five Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information relating theretothis Section 2.7(b)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such the Issuing Lender and the Borrower. Additionally, the Borrower Representativeshall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, renewal or extension, including any Letter of Credit Documents, as the Issuing Lender or the Administrative Agent may require. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to and the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any related Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify Documents and the Administrative Agent, who Agent shall promptly notify each Revolving Lender of the issuance and upon request by any Revolving Lender, thereof, which notice shall be accompanied by furnish to such Revolving Lender a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Revolving Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lendertherein. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender a Fronting Bank issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent Fronting Bank, at its address for notices specified hereinreferred to in Section 9.1, an L/C Request therefor in the form of Exhibit J-2 hereto (Application therefor, completed to the reasonable satisfaction of such Issuing LenderFronting Bank (which completion may occur by means of any electronic system operated by such Fronting Bank), and such other certificates, documents and other papers and information as such Issuing Lender Fronting Bank may reasonably request. Each Application for a Documentary Letter of Credit shall specify the documents, certificates and any other items required to be presented as a condition for acceptance of a draft drawn on, or other payment request made with respect to, the Documentary Letter of Credit Fronting Bank pursuant to such Documentary Letter of Credit. Upon receipt of any L/C RequestApplication, such Issuing Lender the relevant Fronting Bank will process such L/C Request Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures procedures, subject to the terms and shall conditions hereof, and shall, subject to the terms and conditions hereof, promptly issue the Letter of Credit requested thereby (but in no event shall an Issuing Lender a Fronting Bank (unless it otherwise agrees) be required, unless otherwise agreed to by such Issuing Lender, required to issue any Letter of Credit earlier than five two Domestic Business Days after its receipt of the L/C Request 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 such Issuing Lender Fronting Bank and the Borrower RepresentativeBorrower. The applicable Issuing Lender Such Fronting Bank shall furnish a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of Each Fronting Bank will periodically (but in 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 Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, event on the first last Business Day of each calendar month, such Issuing Lender shall provide ) report to the Administrative Agent regarding Letter of Credit issuance activity, and the Agent will periodically (but in any event on the last Business Day of each month) report to the Lenders regarding Letter of Credit issuance activity. Unless the Documentary Letter of Credit Fronting Bank shall have received written notice from the Agent at least one Business Day prior to the date with respect to which the Borrower has requested issuance of a report listing Documentary Letter of Credit that not all outstanding of the conditions to issuance of Documentary Letters of Credit and have been satisfied, the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide Documentary Letter of Credit Fronting Bank may assume that all such report to each Lenderconditions have been satisfied. (b) The making To the extent that any provision of each request for a Letter of Credit by the Borrower Representative shall be deemed any Application related to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any orderis inconsistent with the provisions of this Agreement, judgment or decree the provisions of any Governmental Authority or arbitrator this Agreement shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generallycontrol.

Procedure for Issuance of Letters of Credit. (ai) The Borrower Representative may, may from time to time request during the Initial Revolving Commitment Period Period, but in no event later than the 30th day prior to the Termination Initial Revolving Maturity Date, request that an the Issuing Lender Bank issue a Letter of Credit by delivering to such the Issuing Lender Bank and the Administrative Agent Agent, at its address their respective addresses for notices specified herein, an L/C a Letter of Credit Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such the Issuing LenderBank), and such other certificates, documents and other papers and information as such the Issuing Lender Bank may reasonably request. Upon receipt of any L/C Letter of Credit Request, the Issuing Bank shall (i) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not so received, the Issuing Lender will Bank shall provide the Administrative Agent with a copy thereof and (ii) process such L/C Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, unless notified by the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Subsection 6.2 shall not then be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no event shall an the Issuing Lender Bank be required, unless otherwise agreed to by such Issuing Lender, required to issue any Letter of Credit earlier than five three Business Days after its receipt of the L/C Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such the Issuing Lender Bank and the Borrower RepresentativeBorrower. The applicable Issuing Lender Bank shall furnish a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel Promptly after the issuance or waive presentation amendment 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 Standby Letter of Credit, the applicable Issuing Lender Bank shall promptly notify the Borrower and the Administrative Agent, who shall promptly notify each Lenderin writing, thereof, which of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, renewal, extension or modification and if so requested by a Lender the Administrative Agent shall provide to a Letter of Credit and the amount such Lender copies of such Lender’s respective participation in such Letter issuance or amendment. With regard to Commercial Letters of Credit pursuant to Subsection 3.4. If Credit, the applicable Issuing Lender is not the same person as the Administrative Agent, Bank shall on the first Business Day of each calendar month, such Issuing Lender shall week provide to the Administrative Agent Agent, by facsimile, with a report listing all detailing the aggregate daily outstanding Commercial Letters of Credit and during the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lenderprevious week. (bii) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 12.6(a). Unless the respective Issuing Lender Bank has received notice from the Required Lenders Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are 6.2 have not then been satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.12.6(a), then such the Issuing Lender Bank may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such the Issuing LenderBank’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative mayIn connection with the issuance of each Letter of Credit, from time the L/C Eligible Account Parties, through Harvard, shall give the Issuing Bank and the Administrative Agent at least two Business Days' prior written notice, in such written or electronic form as is acceptable to time during the Commitment Period but in no event Issuing Bank), of the requested issuance of such Letter of Credit (an "L/C Application"). Such notice shall be irrevocable and shall specify the stated amount of the Letter of Credit requested, which stated amount shall not be less than $50,000 (unless otherwise agreed by the Issuing Bank), the requested date of issuance of such Letter of Credit (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall be a Business Day), and the beneficiary of such requested Letter of Credit. Such notice, to be effective, must be received by the Issuing Bank and the Administrative Agent not later than 12:00 noon (New York City time) on the 30th day second Business Day prior to the Termination Daterequested date for issuance of such Letter of Credit. (b) Subject to the satisfaction of the conditions applicable under Paragraph 2.3 of Section 2 hereof to the issuance of Letters of Credit and the conditions set forth in this Section 5, request that an the Issuing Lender Bank shall, on the requested date, issue a Letter of Credit by delivering to such Issuing Lender and on behalf of the Administrative Agent at its address for notices specified herein, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Upon receipt of any L/C Request, such Issuing Lender will process such L/C Request and the certificates, documents and other papers and information delivered to it in connection therewith Eligible Account Parties in accordance with its the Issuing Bank's usual and customary procedures and business practices. The Issuing Bank shall promptly issue the Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to not issue any Letter of Credit earlier than five in the period commencing on the first Business Days Day after its receipt it receives written notice from any Agent or Lender that one or more of the L/C Request therefor conditions precedent contained in Paragraph 2.3 of Section 2 hereof shall not on such date be satisfied (unless previously waived), and all ending when such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof conditions are satisfied or as otherwise may be agreed by such Issuing Lender and the Borrower Representativewaived. The applicable Issuing Lender Bank shall furnish a copy of such Letter of Credit not otherwise be required to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Creditdetermine that, or replace any losttake notice whether, mutilated the conditions precedent set forth in Paragraph 2.3 of Section 2 hereof have been satisfied or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon waived in connection with the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The U.S. Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to such the U.S. Issuing Lender and the Administrative Agent at its address for notices specified hereinherein an Application therefor, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such the U.S. Issuing Lender), and such other certificates, documents and other papers and information as such the U.S. Issuing Lender may reasonably request. Upon receipt of any L/C RequestApplication, such the U.S. Issuing Lender will process such L/C Request Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the U.S. Letter of Credit requested thereby (but in no event shall an the U.S. Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, required to issue any U.S. Letter of Credit earlier than five three Business Days after its receipt of the L/C Request 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 to by such the U.S. Issuing Lender and the Borrower RepresentativeU.S. Borrower. The applicable U.S. Issuing Lender shall furnish a copy of such Letter of Credit to the U.S. Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable The U.S. Issuing Lender shall promptly notify furnish to the U.S. Administrative Agent, who which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit (including the amount thereof). (b) The Canadian Borrower may from time to time request that the Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to the Canadian Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Canadian Issuing Lender, and such other certificates, documents and other papers and information as the Canadian Issuing Lender may request. Upon receipt of any Application, the Canadian Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly notify each Lenderissue the Canadian Letter of Credit requested thereby (but in no event shall the Canadian Issuing Lender be required to issue any Canadian Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, thereof, which notice 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 to by the Canadian Issuing Lender and the Canadian Borrower. The Canadian Issuing Lender shall be accompanied by furnish a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall Canadian Borrower promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that following the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practicesthereof. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (ai) The Borrower Representative may, may from time to time request during the Revolving Commitment Period but in no event later than the 30th day third Business Day prior to the Termination Date, request Revolving Facility Maturity Date that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender and the Administrative Agent Agent, at its address their respective addresses for notices specified herein, an L/C a Letter of Credit Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such the Issuing Lender), and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Upon receipt of any L/C Letter of Credit Request, such the Issuing Lender will shall (i) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not so received, the Issuing Lender shall provide the Administrative Agent with a copy thereof and (ii) process such L/C Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, unless notified by the Administrative Agent, any Lender or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in subsection 5.2 shall not then be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no event shall an the Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, required to issue any Letter of Credit earlier than five three Business Days after its receipt of the L/C Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such the Issuing Lender and the Borrower RepresentativeBorrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel Promptly after the issuance or waive presentation amendment 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 Standby Letter of Credit, the applicable Issuing Lender shall promptly notify the Borrower and the Administrative Agent, who shall promptly notify each Lenderin writing, thereof, which of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, renewaland if so requested by a Lender, extension or modification the Administrative Agent shall provide to a Letter of Credit and the amount such Lender copies of such Lender’s respective participation in such Letter issuance or amendment. With regard to Commercial Letters of Credit pursuant to Subsection 3.4. If Credit, the applicable Issuing Lender is not the same person as the Administrative Agent, shall on the first Business Day of each calendar month, such Issuing Lender shall week provide to the Administrative Agent Agent, by facsimile, with a report listing all detailing the aggregate daily outstanding Commercial Letters of Credit and during the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lenderprevious week. (bii) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1subsection 2.9(a). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 5 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1subsection 2.9(a), then such the Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such the Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may, may from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender issue issue, amend, renew or extend a Letter of Credit issued by such Issuing Lender by delivering to such Issuing Lender and at its applicable office (with a copy to the Administrative Agent at its address for notices specified hereinthe Administrative Agent’s Office) a Letter of Credit Application therefor, an L/C Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing Lender), and such other certificates, documents and other papers Letter of Credit Documents and information as such Issuing Lender or the Administrative Agent may reasonably request, not later than 11:00 a.m. (Portland time) at least three (3) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in their sole discretion) prior to the proposed date of issuance, amendment, renewal or extension, as the case may be. Such notice shall specify (i) the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), (ii) the date on which such Letter of Credit is to expire (which shall comply with Section 2.1B(a)(ii)), (iii) the amount of such Letter of Credit, (iv) the name and address of the beneficiary thereof, (v) the purpose and nature of such Letter of Credit and (vi) such other information as shall be necessary to issue, amend, renew or extend such Letter of Credit. Upon receipt of any L/C RequestLetter of Credit Application, such the applicable Issuing Lender will shall, process such L/C Request Letter of Credit Application and the certificates, documents and other papers Letter of Credit Documents and information delivered to it in connection therewith in accordance with its customary procedures and shall shall, subject to Section 2.1B(a) and Article V, 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 an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than five Business Days after its receipt of the L/C Request therefor and all such other certificates, documents and other papers and information relating theretothis Section 2.1B(b)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. Additionally, the Borrower Representativeshall furnish to the applicable Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, renewal or extension, including any Letter of Credit Documents, as such Issuing Lender or the Administrative Agent may require. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to and the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any related Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify Documents and the Administrative Agent, who Agent shall promptly notify each Lender of the issuance and upon request by any Lender, thereof, which notice shall be accompanied by furnish to such Lender a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lendertherein. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. (ai) The Borrower Representative may, may from time to time request during the Initial Revolving Commitment Period but in no event later than the 30th day prior to the Termination Date, request Initial Revolving Maturity Date that an Issuing Lender Bank issue a Letter of Credit by delivering to such Issuing Lender Bank and the Administrative Agent Agent, at its address their respective addresses for notices specified herein, an L/C a Letter of Credit Request therefor in the form of Exhibit J-2 hereto (completed to the reasonable satisfaction of such Issuing LenderBank), and such other certificates, documents and other papers and information as such Issuing Lender Bank may reasonably request. Upon receipt of any L/C Letter of Credit Request, the applicable Issuing Bank shall (i) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not so received, such Issuing Lender will Bank shall provide the Administrative Agent with a copy thereof and (ii) process such L/C Letter of Credit Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, unless notified by the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in subsection 5.2 shall not then be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no event shall an Issuing Lender be required, unless otherwise agreed to by such Issuing Lender, Bank be required to issue any Letter of Credit earlier than five three Business Days after its receipt of the L/C Letter of Credit Request therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender Bank and the Borrower RepresentativeBorrower. The applicable Issuing Lender Bank shall furnish a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel Promptly after the issuance or waive presentation amendment 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 Standby Letter of Credit, the applicable Issuing Lender Bank shall promptly notify the Borrower and the Administrative Agent, who shall promptly notify each Lenderin writing, thereof, which of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, renewal, extension or modification and if so requested by a Lender the Administrative Agent shall provide to a Letter of Credit and the amount such Lender copies of such Lender’s respective participation in such Letter issuance or amendment. With regard to Commercial Letters of Credit pursuant to Subsection 3.4. If the applicable Credit, each Issuing Lender is not the same person as the Administrative Agent, Bank shall on the first Business Day of each calendar month, such Issuing Lender shall week provide to the Administrative Agent Agent, by facsimile, with a report listing all detailing the aggregate daily outstanding Commercial Letters of Credit and during the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lenderprevious week. (bii) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1subsection 2.7(a). Unless the respective an Issuing Lender Bank has received notice from the Required Lenders Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 subsection 5.2 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1subsection 2.7(a), then such Issuing Lender Bank may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing LenderBank’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.