Common use of Request for Issuance Clause in Contracts

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency (which shall be an Alternative Currency or Dollars) of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit AgreementApplication”). If (A) the requested form of such Letter of Credit, in the reasonable judgment of the Issuing Bank, conforms to standard practices of financial institutions that regularly issue letters of credit, (B) the issuance of a letter of credit to the beneficiary of such Letter of Credit is acceptable would not, in the reasonable judgment of the Issuing Bank, violate or conflict with (y) any regulatory or legal restriction applicable to such the Issuing Bank, or (z) any internal policy, procedure or guideline of, the Issuing Bank in its reasonable discretion that is consistent with standard practices of financial institutions that regularly issue letters of credit and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such C) the Issuing Bank has not received written notice from form any Lender Lender, the Administrative Agent or the Agentany Borrower, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.03 shall not then be satisfied, thenthen such Issuing Bank will, subject to upon fulfillment of the terms and applicable conditions hereofset forth in Article III, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the An Issuing Banks may send Bank that issues a Letter of Credit or conduct any communication which expires prior to or from the beneficiary via Termination Date but provides for automatic extension of the Society for Worldwide Interbank Financial Telecommunication message or overnight courierexpiry date will not exercise its right to prevent the automatic extension of the expiry date unless (i) the applicable conditions set forth in Section 3.03 are not satisfied as to the date of such Issuing Bank’s required notice of non-extension, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in such automatic extension would extend the event of any claim of noncompliance with expiry date beyond the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidTermination Date.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency (which shall be a Major Currency or Dollars) of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit AgreementApplication”). If (A) the requested form of such Letter of Credit, in the reasonable judgment of the Issuing Bank, conforms to standard practices of financial institutions that regularly issue letters of credit, (B) the issuance of a letter of credit to the beneficiary of such Letter of Credit is acceptable would not, in the reasonable judgment of the Issuing Bank, violate or conflict with (y) any regulatory or legal restriction applicable to such the Issuing Bank, or (z) any internal policy, procedure or guideline of, the Issuing Bank in its reasonable discretion that is consistent with standard practices of financial institutions that regularly issue letters of credit and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such C) the Issuing Bank has not received written notice from form any Lender Lender, the Agent or the Agentany Borrower, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.03 shall not then be satisfied, thenthen such Issuing Bank will, subject to upon fulfillment of the terms and applicable conditions hereofset forth in Article III, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the An Issuing Banks may send Bank that issues a Letter of Credit or conduct any communication which expires prior to or from the beneficiary via Termination Date but provides for automatic extension of the Society for Worldwide Interbank Financial Telecommunication message or overnight courierexpiry date will not exercise its right to prevent the automatic extension of the expiry date unless (i) the applicable conditions set forth in Section 3.03 are not satisfied as to the date of such Issuing Bank’s required notice of non-extension, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in such automatic extension would extend the event of any claim of noncompliance with expiry date beyond the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidTermination Date.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier, appropriately completed and signed by a Responsible Officer (email or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by other electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktransmission, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than the earlier of (1) one year after the Issuance thereof (or one year after its renewal or extension) and (2) ten Business Days before the latest Termination Date of Tranche A Lenders having Tranche A Commitments equal to an amount not less than the Available Amount of such Letter of Credit), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, if in its reasonable discretion it elects to do so, and unless such Issuing Bank has received written any Tranche A Lender gives prior notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requirethat the applicable conditions of Article III would not be satisfied at the time of such Issuance, upon fulfillment of the applicable conditions set forth in Section 3.03, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof in writing. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankin writing, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency of such Letter of Credit, (Ciii) expiration date of such Letter of CreditCredit (which expiration date shall not be later than the earlier of (x) 15 days prior to the latest Termination Date or (y) the date that is one year after the issuance thereof; provided that any such Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each such Letter of Credit outstanding after the Termination Date; and provided, further, that the expiration date of a Special Letter of Credit shall be determined as set forth in Section 2.01(b)), (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit Agreement”)Credit. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such issuance. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the Issuing Bank relating to any Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiarycontrol. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:30 p.m. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as Credit, by EnergySolutions to the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Revolving Lender (in the case of a request for a Revolving Letter of Credit) or each Synthetic Lender (in the case of a request for a Synthetic Letter of Credit) prompt notice thereofthereof by telecopier or electronic communication. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by telecopier or electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankcommunication, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of CreditCredit (which amount shall not be less than $100,000), (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment Letter of a letter of credit Credit as is used from time to time by such the Issuing Bank may specify to EnergySolutions for use in connection with such requested Letter of Credit (a “Revolving Letter of Credit Agreement”” or a “Synthetic Letter of Credit Agreement,” as applicable). If (x) the requested form of such Letter of Credit is acceptable to such the applicable Issuing Bank in its reasonable discretion sole discretion, (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to y) as of the requested date of Issuance issuance, the requirements of Section 2.1(c) or amendment of the applicable 2.17(a) hereof have been satisfied as to such Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to (z) the applicable Issuing Bank and the Agent such other documents and information pertaining has not received notice of objection to such requested issuance from the Majority Lenders, the applicable Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article 3, make such Letter of Credit issuance available to EnergySolutions at its office referred to in Section 11.1 or amendment, as otherwise agreed with EnergySolutions in connection with such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency of such Letter of Credit, (Ciii) expiration date of such Letter of CreditCredit (which expiration date shall not be later than the earlier of (x) 15 days prior to the Termination Date or (y) the date that is one year after the issuance thereof; provided that any such Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each such Letter of Credit outstanding after the Termination Date; and provided, further, that the expiration date of a Special Letter of Credit shall be determined as set forth in Section 2.01(c)), (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit Agreement”)Credit. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such issuance. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the Issuing Bank relating to any Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiarycontrol. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier or telephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied3.03, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 9.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireIssuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency (which shall be a Major Currency or Dollars) of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit AgreementApplication”). If (A) the requested form of such Letter of Credit, in the reasonable judgment of the Issuing Bank, conforms to standard practices of financial institutions that regularly issue letters of credit, (B) the issuance of a letter of credit to the beneficiary of such Letter of Credit is acceptable would not, in the reasonable judgment of the Issuing Bank, violate or conflict with (y) any regulatory or legal restriction applicable to such the Issuing Bank, or (z) any internal policy, procedure or guideline of, the Issuing Bank in its reasonable discretion that is consistent with standard practices of financial institutions that regularly issue letters of credit and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such C) the Issuing Bank has not received written notice from form any Lender Lender, the Administrative Agent or the Agentany Borrower, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.03 shall not then be satisfied, thenthen such Issuing Bank will, subject to upon fulfillment of the terms and applicable conditions hereofset forth in Article III, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the An Issuing Banks may send Bank that issues a Letter of Credit or conduct any communication which expires prior to or from the beneficiary via Termination Date but provides for automatic extension of the Society for Worldwide Interbank Financial Telecommunication message or overnight courierexpiry date will not exercise its right to prevent the automatic extension of the expiry date unless (i) the applicable conditions set forth in Section 3.03 are not satisfied as to the date of such Issuing Bank’s required notice of non-extension, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in such automatic extension would extend the event of any claim of noncompliance with expiry date beyond the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidTermination Date.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than (i) 11:00 A.M. (New York City time) in the case of any proposed issuance under the Letter of Credit A Facility or Letter of Credit B-1 Facility and (ii) 11:00 A. M. (London time) in the case of any proposed issuance under the Letter of Credit B-2 Facility, in each case on the fifth second Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the any Crompton A Borrower to any Issuing BankBank under the Letter of Credit A Facility, and such by the Uniroyal B-1 Borrower to any Issuing Bank under the Letter of Credit B-1 Facility or by any B-2 Borrower to any Issuing Bank under the Letter of Credit B-2 Facility, which shall give to the Agent, Agent and each Appropriate Lender prompt notice thereofthereof by telex or telecopier. No Letter of Credit shall be issued hereunder for the account of any B-3 Borrower. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery telex or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit, (E) Facility under which such Letter of Credit is to be issued and (EF) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the relevant Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice issuance from any Lender or the Agent, Appropriate Lenders holding at least one Business Day prior to the requested date of Issuance or amendment 51% of the applicable Letter of CreditWorking Capital A Commitments, that one Working Capital B-1 Commitments or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendmentWorking Capital B-2 Commitments, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. AdditionallyBank will, the Borrower shall furnish to upon fulfillment of the applicable Issuing Bank and the Agent conditions set forth in Article III, make such other documents and information pertaining to such requested Letter of Credit available to the Borrower requesting the issuance of such Letter of Credit at its office referred to in Section 8.02 or amendment, as otherwise agreed with such Issuing Bank or the Agent may reasonably requireBorrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Whenever a U.S. Borrower desires the issuance of a Letter of Credit Credit, it shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior deliver to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance Administrative Agent a request for issuance of a Letter of Credit no later than Noon (a “Notice of Issuance”New York time) shall at least three Busi- ness Days, or such shorter period as may be accompanied agreed to by a letter of credit applicationany Issuing Bank in any particular instance, appropriately completed and signed by a Responsible Officer (or designee thereof) in advance of the Borrower and proposed date of issuance; provided that a Letter of Credit denominated in a currency other than U.S. Dollars, Canadian Dollars or Pounds Sterling will be issued as soon as available, which may be sent by United States mail, by overnight courier, by electronic transmission using more than three Business Days after the system provided by such Issuing Bank, by personal delivery or by request therefor. The request for issuance with respect to any other means acceptable to such Issuing Bank, specifying therein Letter of Credit shall specify (i) the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bbusiness day under the laws of the jurisdiction of the Issuing Bank) Available Amount of such Letter of Credit, (Cii) expiration date the face amount and currency of such Letter of Credit, (Diii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit and (E) form Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit. Each , the Issuing Bank for such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit determined as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”provided in Section 1.13(c). If Prior to the requested form date of issuance, the Applicable Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit is acceptable to which, if presented by such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day beneficiary prior to the requested expiration date of Issuance or amendment of the applicable Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that one or more applicable conditions contained the Issuing Bank, in Section 3.04 its sole judgment, may require changes in any such documents and certificates; and provided, further, that no Letter of Credit shall not then require payment against a conforming draft to be satisfied, then, subject to made thereunder earlier than Noon in the terms and conditions hereof, time zone of the Issuing Bank on the requested dateBusiness Day (which shall be a business day under the laws of the jurisdiction of the Issuing Bank) next succeeding the Business Day (which shall be a Business Day under the laws of the jurisdiction of the Issuing Bank) that such draft is presented. In determining whether to pay under any Letter of Credit, issue the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit for and the account determination of the Borrower or Issuing Bank thereof, the applicable Subsidiary Administrative Agent shall notify each Bank having a Revolving Loan Commitment of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionallyproposed issuance, the Borrower shall furnish to identity of the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy amount of each Letter of Credit and each amendment thereto that is delivered to it andother Bank's respective participation therein, determined in the event of any claim of noncompliance accordance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidSection 1.13(a).

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mailconfirmed immediately in writing, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank and the Administrative Agent may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Administrative Agent prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter telecopier or telephone, confirmed immediately in writing, in substantially the form of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing BankExhibit A-3, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, Credit and (D) name and address of the beneficiary of such Letter of Credit and (E) form of Credit, such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of applicable Notice of Issuance from the Borrower and, unless if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Bank has received written notice from any Lender or the Administrative Agent, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on such Issuing Bank may, upon fulfillment of the requested dateapplicable conditions set forth in Section 3.02, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireIssuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (A) provided to the contrary Administrative Agent in this Agreement, the Article VII with respect to any acts taken or omissions suffered by such Issuing Banks may send a Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Letter of Credit or conduct any communication Documents pertaining to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VII included such Issuing Bank with respect to such acts or omissions, and each amendment thereto that is delivered (B) as additionally provided herein with respect to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable such Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth tenth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier or telephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than the earlier of (1) one year after the Issuance thereof (or one year after its renewal or extension) and (2) ten Business Days before the latest Termination Date of Revolving Credit Lenders having Revolving Credit Commitments equal to an amount not less than the Available Amount of such Letter of Credit), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, if in its reasonable discretion it elects to do so, and unless such Issuing Bank has received written any Revolving Credit Lender gives prior notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requirethat the applicable conditions of Article III would not be satisfied at the time of such Issuance, upon fulfillment of the applicable conditions set forth in Section 3.03, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (iExcept in the case of a Letter of Credit issuance for which the conditions precedent set forth in Section 3.02(b) Each must be satisfied, each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 noon (New York City time) on the fifth third Business Day Day, except in the case of an initial issuance that occurs less than three Business Days after the date hereof, in which case such notice may be given not later than 12:00 noon (New York City time) on the second Business Day, prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing BankBank and the Administrative Agent, and such Issuing Bank which shall give the Agent, to each Lender prompt notice thereof. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (together with each notice of issuance described in the next succeeding sentence of this Section 2.04(a), a “Notice of Issuance”) shall be accompanied by a letter of credit applicationin writing, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). In the case of a Letter of Credit issuance for which the conditions precedent set forth in Section 3.02(b) must be satisfied, (A) such Letter of Credit shall be issued upon notice, given not later than 12:00 noon (New York City time) on the seventh Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank and the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier, and (B) the Notice of Issuance relating to such Letter of Credit issuance shall contain a request for a waiver setting forth specifically the Default or event which, but for the application of the last sentence of Section 6.01, would be such a Default that is requested to be waived by the Required Lenders, or by each of the Lenders, as set forth in Section 3.02(b). If (I) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole and reasonable discretion discretion, and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless II) such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to Administrative Agent that the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, Issuing Bank may issue a such Letter of Credit for (which notice shall be sent by the account of Administrative Agent to the Borrower or Issuing Bank if the applicable Subsidiary conditions set forth in Article II and III have been fulfilled and the Administrative Agent has not received any notice of objection to such issuance from the Borrower or enter into the applicable amendmentRequired Lenders), as the case may be, in each case in accordance with then such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent will make such other documents and information pertaining to such requested Letter of Credit issuance available to the Borrower at its office referred to in Section 8.02 or amendment, as otherwise agreed with the Borrower in connection with such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. An Account Party may from time to time request, upon at least three Business Days' notice, the Issuing Bank to issue a Letter of Credit by: (i) Each delivering to the Issuing Bank and the Administrative Agent a written request to such effect, specifying the date on which such Letter of Credit shall is to be issued upon issued, the expiration date thereof, and the Stated Amount thereof, and (ii) delivering to the Issuing Bank a completed application, in the form annexed hereto as Exhibit F, or in such other form as may from time to time be required by the Issuing Bank in accordance with its customary practice with respect to its customers generally (the "Letter of Credit Application"), together with such other certificates, documents and other papers as are specified in such application. Upon receiving any such notice, given not later than 11:00 A.M. the Issuing Bank shall promptly notify the Administrative Agent (New York City time) by telephone or otherwise), and furnish the Administrative Agent with the proposed form of Letter of Credit to be issued. The Administrative Agent shall, promptly upon receiving such notice, notify the Banks of such proposed Letter of Credit (which notice shall specify the Stated Amount and term of such proposed Letter of Credit), and shall determine, as of the close of business on the fifth Business Day prior before such proposed issuance, whether such proposed Letter of Credit complies with the limitations set forth in Section 2.01 hereof. If such limitations set forth in Section 2.01 are not satisfied or if the Required Banks have given notice to the date Administrative Agent to cease issuing Letters of Credit pursuant to Section 2.03(c)(ii) hereof, the proposed Issuance Administrative Agent shall notify the Issuing Bank (in writing or by telephone promptly confirmed in writing) that the Issuing Bank is not authorized to issue such Letter of Credit. If the Issuing Bank issues a Letter of Credit, it shall deliver the original of such Letter of Credit (to the beneficiary thereof or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing BankAccount Party shall otherwise direct, and such Issuing Bank shall give promptly notify the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of Administrative Agent thereof and furnish a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior copy thereof to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAdministrative Agent. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer an authorized officer (or designee thereof) of the Borrower and may be sent by telecopier, by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the earlier of (x) 10 Business Days prior to the Termination Date and (y) one year after the issuance thereof), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything If the Borrower so requests with respect to the contrary any Letter of Credit, an Issuing Bank may, in this Agreementits sole and absolute discretion, the Issuing Banks may send agree to issue a Letter of Credit or conduct that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each such Auto-Extension Letter of Credit and must permit the Issuing Bank to prevent any such extension at least once in each amendment thereto that is delivered to it and, in the event of any claim of noncompliance twelve-month period (commencing with the Borrower’s instructions or other irregularitydate of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an Issuing Bank, the Borrower will immediately notify shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Issuing Bank. The Borrower Lenders shall be conclusively deemed to have waived authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than 10 Business Days prior to the Termination Date; provided, however, that an Issuing Bank shall not permit any such claim against extension if such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof by reason of (A) the provisions of Section 2.01(b) or (B) the failure of one or more of the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidconditions specified in Section 3.02 to be then satisfied.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth two Business Day Days prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the relevant Borrower to any the relevant Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof by telex or telecopier. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelex or telecopier, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed promptly in writing, specifying therein the requested (A) the requested date of such Issuance issuance (which shall be a Business Day), (B) the Available Amount of requested for such Letter of Credit, (C) the expiration date of such Letter of Credit, (D) the account party or parties for such Letter of Credit, (E) the name and address of the issuer and the beneficiary of such Letter of Credit Credit, and (EF) the form of such Letter of Credit. Each Letter , together with a description of Credit shall the nature of the transactions or obligations proposed to be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”)supported thereby. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for available to the account of the relevant Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance. (ii) The Borrower Each Issuing Bank shall promptly examine a copy furnish (A) to the Administrative Agent on the first Business Day of each Letter week a written report summarizing the issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the previous week and each amendment thereto that is delivered to it and, in the event drawings during such week under all Letters of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Credit issued by such Issuing Bank. The , (B) to each Lender and to the relevant Borrower shall be conclusively deemed to have waived any on the first Business Day of each month, a written report summarizing the issuance and expiration dates of the Letters of Credit issued by such claim against Issuing Bank under the applicable relevant Facility during the preceding month and drawings during such month under all Letters of Credit under such Facility issued by the Issuing Bank and its correspondents unless (C) to the Administrative Agent and each Lender on the first Business Day of each calendar quarter, a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such notice is given as aforesaidIssuing Bank under the relevant Facility.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Revolving Credit Lender prompt notice thereofthereof in writing or by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery in writing or by any other means acceptable to such Issuing Banktelephone, confirmed immediately in writing, or facsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency (which shall be Dollars or an Alternative Currency) of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from Lenders holding at least a majority of the Revolving Credit Commitments, such Issuing Bank shallwill, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance; provided that no Issuing Bank shall be required to issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless such the Issuing Bank has received written notice from any Lender entered into arrangements with the Borrower and/or such Defaulting Lender, including, without limitation, the delivery of cash collateral, or the Agent, at least one Business Day prior to the requested date reallocation of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may besuch Defaulting Lender’s purchase obligation, in each case in accordance with a manner that is in form and substance satisfactory to such Issuing Bank, to eliminate such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iii)) with respect to the applicable Issuing Bank and Defaulting Lender arising from either the Agent such other documents and information pertaining to such requested Letter of Credit issuance then proposed to be issued or amendmentthat Letter of Credit and all other Letter of Credit Advances as to which the Issuing Bank has actual or potential Fronting Exposure, as such Issuing Bank or the Agent it may reasonably requireelect in its sole discretion. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Request for Issuance of Letter of Credit shall be issued upon notice, given not in the form of EXHIBIT III annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least three Business Days (in the fifth case of Standby Letters of Credit) or five Business Day prior Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit expressed in Dollars or in a currency other than Dollars, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary in substantial compliance with the terms and conditions of the Letter of Credit on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; PROVIDED that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower Company shall be conclusively deemed to have waived any re-certified, as of the date of such claim against issuance, as to the matters to which Company is required to certify in the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidRequest for Issuance of Letter of Credit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereof. Each such notice by the a Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier, appropriately completed and signed by a Responsible Officer (telephone or designee thereof) of the Borrower and may be sent by United States mailemail, by overnight courier, by electronic transmission using the system provided as specified by such Issuing Bank, by personal delivery or by any other means acceptable Bank to such Issuing Bankbe its preferred method of notification, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied3.03, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 9.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, with a copy to the Administrative Agent, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such notice by the a Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Administrative Agent, at least one Business Day prior to the requested date of Issuance issuance or amendment of for the applicable Letter of Credit, that one or more of the applicable conditions contained set forth in Section 3.04 3.3 shall not then be satisfied, then, subject to such Issuing Bank will issue the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the such Borrower’s instructions or other irregularity, the such Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. Letters of Credit denominated in dollars or in one or more Alternative Currencies may be issued hereunder in a Dollar Equivalent Amount that does not at the time of the issuance of such Letter of Credit exceed the aggregate Revolving Commitments minus the sum of the aggregate outstanding Revolving Advances and Letter of Credit Exposures of the Revolving Lenders at such time, provided that no Issuing Bank shall be required at any time to issue a Letter of Credit that would result in (ix) the aggregate Letter of Credit Exposures exceeding $250,000,000, (y) the aggregate Letter of Credit Exposure in respect of Letters of Credit issued by such Issuing Bank exceeding such Issuing Bank’s Letter of Credit Commitment or (z) the Dollar Equivalent Amount of the aggregate outstanding amount of Letters of Credit issued hereunder denominated in Alternative Currencies exceeding $150,000,000. Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent prompt notice thereof. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed confirmed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using immediately in writing in substantially the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankform of Exhibit C attached hereto, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount face amount of such Letter of CreditCredit (which must be in dollars or an Alternative Currency), (Ciii) expiration date of such Letter of Credit (which shall be on or prior to the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period of up to twelve (12) months (but not to a date later than the date that is five Business Days prior to the Termination Date, unless otherwise permitted pursuant to the immediately succeeding proviso), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary and the Borrower in advance of any such renewal; provided, further that, with the prior consent of the applicable Issuing Bank, in its sole discretion, a Letter of Credit may be extended beyond the fifth Business Day prior to the Termination Date (each such Letter of Credit with an expiration date that is later than five Business Days prior to the Termination Date, a “Post-Maturity Letter of Credit”) so long as the Borrower shall Post-Maturity Cash Collateralize in accordance with Section 2.03(h)(ii) any Post-Maturity Letter of Credit); provided, further that no Letter of Credit may expire after the date that is five Business Days prior to an Existing Termination Date in respect of any Declining Lenders under Section 2.05(e) if, after giving effect to the issuance of such Letter of Credit, the aggregate Revolving Commitments of the Consenting Lenders (Dincluding any replacement Revolving Lenders ) for the period following such Existing Termination Date would be less than the Letter of Credit Exposure following such Existing Termination Date), (iv) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (including, in connection with the issuance of a Post-Maturity Letter of Credit or the renewal of a Letter of Credit, such that, after giving effect to such renewal, such Letter of Credit becomes a Post-Maturity Letter of Credit, such documentation, including a reimbursement agreement, as such Issuing Bank may reasonably require in connection with such issuance or renewal) (a “Letter of Credit Agreement”). Upon receipt of a Notice of Issuance, the Agent shall promptly notify each Revolving Lender of the contents thereof and of the amount of such Revolving Lender’s Letter of Credit Exposure in respect of such Letter of Credit. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit, that one or more applicable conditions contained Credit available to the Borrower at its office referred to in Section 3.04 shall not then be satisfied, then, subject 8.02 or as otherwise agreed with the Borrower in connection with such issuance. Notwithstanding anything to the terms and conditions hereofcontrary set forth in this Credit Agreement, on the requested date, issue a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of the Borrower or the applicable any Restricted Subsidiary of the Borrower or enter into the applicable amendmentBorrower; provided, as the case may be, in each case in accordance with that notwithstanding such Issuing Bank’s usual and customary business practices. Additionallystatement, the Borrower shall furnish to be the applicable Issuing Bank and the Agent actual account party for all purposes of this Credit Agreement for such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as and such Issuing Bank or statement shall not affect the Agent may reasonably requireBorrower’s reimbursement obligations hereunder with respect to such Letter of Credit. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything The Borrower may from time to time request that Letters of Credit be issued in a currency other than dollars, Canadian Dollars, Euros or Pounds Sterling, provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into dollars. Any such request shall be made to the contrary Agent not later than twenty (20) Business Days (or such other date as may be agreed by the Agent and the applicable Issuing Banks, in this Agreement, their sole discretion) prior to the Issuing Banks may send date of the desired issuance of a Letter of Credit or conduct any communication to or from denominated in the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) requested currency. The Borrower Agent shall promptly examine notify each Issuing Bank thereof. Each Issuing Bank shall notify the Agent not later than ten (10) Business Days (or such other date as may be agreed by the Agent and the applicable Issuing Banks, in their sole discretion) after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. Any failure by an Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed a copy refusal by such Issuing Bank to issue Letters of each Credit in the requested currency. If one or more Issuing Banks consent to the issuance of Letters of Credit in such requested currency, the Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for Letter of Credit and each amendment thereto that is delivered issuances by those Issuing Banks consenting thereto. If the Agent shall fail to it andobtain consent for an additional currency under this Section 2.03(b), in the event of any claim of noncompliance with Agent shall promptly notify the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the earlier of (x) 10 Business Days prior to the Termination Date and (y) one year after the issuance thereof), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything If the Borrower so requests with respect to the contrary any Letter of Credit, an Issuing Bank may, in this Agreementits sole and absolute discretion, the Issuing Banks may send agree to issue a Letter of Credit or conduct that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each such Auto-Extension Letter of Credit and must permit the Issuing Bank to prevent any such extension at least once in each amendment thereto that is delivered to it and, in the event of any claim of noncompliance twelve-month period (commencing with the Borrower’s instructions or other irregularitydate of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonextension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an Issuing Bank, the Borrower will immediately notify shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Issuing Bank. The Borrower Lenders shall be conclusively deemed to have waived authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than 10 Business Days prior to the Termination Date; provided, however, that an Issuing Bank shall not permit any such claim against extension if such Issuing Bank has determined that it would not be permitted to or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof by reason of (A) the provisions of Section 2.01(b) or (B) the failure of one or more of the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidconditions specified in Section 3.02 to be then satisfied.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Paying Agent and each Revolving Credit Lender prompt notice thereofthereof in writing or by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery in writing or by any other means acceptable to such Issuing Banktelephone, confirmed immediately in writing, or facsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency (which shall be Dollars or an Alternative Currency) of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from Lenders holding at least a majority of the Revolving Credit Commitments, such Issuing Bank shallwill, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance; provided that no Issuing Bank shall be required to issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless such the Issuing Bank has received written notice from any Lender entered into arrangements with the Borrower and/or such Defaulting Lender, including, without limitation, the delivery of cash collateral, or the Agent, at least one Business Day prior to the requested date reallocation of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may besuch Defaulting Lender’s purchase obligation, in each case in accordance with a manner that is in form and substance satisfactory to such Issuing Bank, to eliminate such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iii)) with respect to the applicable Issuing Bank and Defaulting Lender arising from either the Agent such other documents and information pertaining to such requested Letter of Credit issuance then proposed to be issued or amendmentthat Letter of Credit and all other Letter of Credit Advances as to which the Issuing Bank has actual or potential Fronting Exposure, as such Issuing Bank or the Agent it may reasonably requireelect in its sole discretion. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed confirmed promptly in writing, or by a Responsible Officer telecopier (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other electronic means acceptable agreed to such Issuing Bankby the Agent), specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days prior to the Termination Date or, if agreed by the applicable Issuing Bank in its sole discretion, a later date that is not later than one year following the date of issuance thereof), (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If ) and (F) such other matters as the requested form of such Letter of Credit is acceptable to such applicable Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or may require. In the Agent, at least one Business Day prior to the requested date case of Issuance or a request for an amendment of the applicable any outstanding Letter of Credit, that one or more applicable conditions contained such Notice of Issuance shall specify in Section 3.04 shall not then be satisfied, then, subject form and detail satisfactory to the terms and conditions hereofapplicable Issuing Bank, on (A) the requested date, issue a Letter of Credit for to be amended, (B) the account proposed date of amendment thereof (which shall be a Business Day), (C) the nature of the Borrower or proposed amendment and (D) such other matters as the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case Issuing Bank may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesrequire. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. If the requested form of such Letter of Credit is acceptable to the applicable Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Section 3.02, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Original Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Original Effective Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) except as otherwise agreed by the Agent and such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; (C) the Letter of Credit is to be denominated in a currency other than Dollars; (D) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower shall promptly examine a copy or such Lender to eliminate such Issuing Bank’s actual or potential fronting exposure (after giving effect to Section 2.19(f)) with respect to the Defaulting Lender arising from either the Letter of each Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which such Issuing Bank has actual or potential fronting exposure, as it may elect in its sole discretion; or (E) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iii) No Issuing Bank shall amend or continue any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended or continued form under the terms hereof. (iv) Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each amendment thereto that is delivered Issuing Bank shall have all of the benefits and immunities (A) provided to the Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it andor proposed to be issued by it and documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, in the event of any claim of noncompliance and (B) as additionally provided herein with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable respect to such Issuing Bank. The Borrower . (v) No Issuing Bank shall have any obligation to issue any Letter of Credit hereunder if the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension thereof (it being understood that any such Letter of Credit so issued shall be conclusively deemed to have waived any on such claim against terms and conditions as may be specified by the applicable Issuing Bank in its discretion, including with respect to expiry date and its correspondents unless such notice is given as aforesaidany automatic renewal features).

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 noon (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any an Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof at or prior to) the earlier of (x) one year after the issuance thereof (provided that any such Letter of Credit may provide for renewal thereof for additional periods (which shall in no event extend past the date in clause (y) hereof)) and (y) five (5) Business Days prior to the Commitment Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such the applicable Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practicesissuance. Additionally, the Borrower shall furnish Notwithstanding anything herein to the applicable contrary, no Issuing Bank and the Agent such other documents and information pertaining shall have any obligation hereunder to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of issue any Letter of Credit Agreement shall conflict the proceeds of which would be made available to any Person (i) to fund any activity or business of or with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courierSanctioned Person, or in any other commercially reasonable means country or territory that, at the time of communicating with such funding, is a beneficiary. Sanctioned Country or (ii) The Borrower shall promptly examine in any manner that would result in a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event violation of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed Sanctions by any party to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidthis Agreement.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 2:00 P.M. (New York, New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice later day as the applicable Issuing Bank may in its sole discretion shall agree), by the Borrower to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Revolving Credit Lender prompt notice thereof. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed confirmed immediately in writing, or by telecopier, shall be duly executed by a Responsible Officer (or designee thereof) of the Borrower Borrower, and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein shall specify therein: (i) the requested (A) date of such Issuance issuance (which shall be a Business Day), ; (Bii) the requested Available Amount of such Letter of Credit, ; (Ciii) the requested expiration date of such Letter of Credit, Credit (Dwhich shall comply with the requirements of Section 2.01(e)); (iv) the name and address of the proposed beneficiary of such Letter of Credit Credit; and (Ev) the proposed form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter letters of credit as is used from time to time by such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (such applications and agreements, and all similar agreements entered into in connection with an Existing Letter of Credit, a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with the issuance of such Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event If and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent prompt notice thereofthereof by telex, telecopier or e-mail or by means of the Platform. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter facsimile, confirmed in writing via overnight courier for delivery on the immediately succeeding Business Day, in each case in the form of credit application, appropriately completed Exhibit C attached hereto and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything The Existing Letters of Credit shall upon the Closing Date be deemed to the contrary in this Agreement, the Issuing Banks may send be a Letter of Credit or conduct any communication to or from under this Agreement. Upon the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means issuance of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit, each Revolving Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower Lender shall be conclusively deemed to have waived any such claim against the applicable purchased a participation therein from Issuing Bank and in an amount equal to its correspondents unless Pro Rata Share of the amount of such notice is given as aforesaidLetter of Credit.

Request for Issuance. (i) Each A Borrower may from time to time request, upon at least three Letter of Credit shall be issued upon notice, Business Days' written notice (given not later than 11:00 A.M. New York City time on the last day permitted therefor), the Issuing Bank to issue or renew (other than any automatic renewal thereof) a Letter of Credit by: (i) delivering to the Issuing Bank and the Administrative Agent a written request to such effect, specifying the date on which such Letter of Credit is to be issued (which shall be a Letter of Credit Business Day), the expiration date thereof, the Available Amount thereof, the name and address of the beneficiary thereof and the form thereof, and (ii) in the case of the issuance of a Letter of Credit, delivering to the Issuing Bank a completed agreement and application with respect to such Letter of Credit as the Issuing Bank may specify for use in connection with such requested Letter of Credit (a "Letter of Credit Agreement"), together with such other certificates, documents and other papers as are specified in such Letter of Credit Agreement. The Administrative Agent shall, promptly upon receiving such notice, notify the Lenders of such proposed Letter of Credit (which notice shall specify the Available Amount and term of such proposed Letter of Credit) or such proposed renewal of a Letter of Credit (which notice shall specify the term of such renewal), and shall determine, as of 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the immediately preceding such proposed Issuance of issuance, whether such proposed Letter of Credit (complies with the limitations set forth in Section 2.01 hereof. If such limitations set forth in Section 2.01 are not satisfied or on such shorter if the Required Lenders have given notice as to the applicable Issuing Bank may agree), by the Borrower Administrative Agent to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter cease issuing or renewing Letters of Credit (a “Notice of Issuance”) as contemplated by this Agreement, the Administrative Agent shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of immediately notify the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If in writing or by telephone immediately confirmed in writing) that the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions is not authorized to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender issue or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendmentrenew, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesLetter of Credit. Additionally, If the Borrower shall furnish to the applicable Issuing Bank and issues or renews a Letter of Credit, it shall deliver the Agent original of such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that beneficiary thereof or as the provisions of any Letter of Credit Agreement Account Party shall conflict with this Agreementotherwise direct, and shall promptly notify the provisions of this Agreement shall govern. Notwithstanding anything Administrative Agent thereof and furnish a copy thereof to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAdministrative Agent. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon -------------------- notice, given not later than 11:00 A.M. a.m. (New York City Dallas, Texas time) on the fifth fourth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, . Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and such the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided -------------------------- -------- that if any such terms and conditions inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit by the Borrower (a “"Notice of Issuance”") shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein ------------------ therein, in the case of a Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit Credit, and (E) form of such Letter of Credit. Each Letter of Credit and specifying such other information as shall be issued required pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “the relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its --------- office referred to in Section 11.1 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance ------------ connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth three Business Day Days prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mailconfirmed immediately in writing, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, telecopier specifying therein the requested (Ai) date of such Issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third (3rd) Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice period of time as may be acceptable to the applicable Issuing Bank may agreeBank), by the Borrower to any the applicable Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed confirmed immediately in writing by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by (each such Issuing Bank (application and agreement being herein called a “Letter of Credit Agreement”). ) as the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit. (ii) If the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank, the Issuing Bank and will, upon fulfillment of the Agent applicable conditions set forth in Article 4.02, make such other documents and information pertaining to such requested Letter of Credit issuance available to the Borrower at its address set forth on Schedule 10.02 or amendment, as otherwise agreed with the Borrower in connection with such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to . (iii) By the contrary in this Agreement, the Issuing Banks may send issuance of a Letter of Credit (or conduct an amendment to a Letter of Credit increasing the amount thereof) and without any communication further action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank hereby grants to or each Lender, and each Lender hereby acquires from the beneficiary via Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Revolving Credit Percentage of the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means aggregate amount available to be drawn under such Letter of communicating with a beneficiary. (ii) Credit. The Borrower hereby agrees to each such participation. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall promptly examine not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a copy Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit and will be automatically adjusted to reflect such Lender’s Applicable Revolving Credit Percentage of the Available Amount of such Letter of Credit at each amendment thereto that time such Lender’s Revolving Credit Commitment is delivered amended pursuant to it andthe operation of Section 2.17 or 2.18, as applicable, by an assignment in the event of any claim of noncompliance accordance with the Borrower’s instructions Section 10.06 or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed otherwise pursuant to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidthis Agreement.

Request for Issuance. (i) Each A Borrower may from time to time request, upon at least three Letter of Credit shall be issued upon notice, Business Days’ written notice (given not later than 11:00 A.M. (a.m. New York City time) time on the fifth Business Day prior last day permitted therefor), the Issuing Bank to issue or renew (other than any automatic renewal thereof) a Letter of Credit by: (i) delivering to the Issuing Bank and the Administrative Agent a written request to such effect, specifying the date of the proposed Issuance of on which such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower is to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance issued (which shall be a Letter of Credit Business Day), (B) the expiration date thereof, the Available Amount of such Letter of Creditthereof, (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof and the form thereof, and (ii) in the case of the issuance of a Letter of Credit, delivering to the Issuing Bank a completed agreement and application with respect to such Letter of Credit and (E) form of as the Issuing Bank may specify for use in connection with such Letter of Credit. Each requested Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of , together with such other certificates, documents and other papers as are specified in such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank Agreement. The Administrative Agent shall, unless promptly upon receiving such Issuing Bank has received written notice, notify the Lenders of such proposed Letter of Credit (which notice from any Lender or shall specify the Agent, at least one Business Day prior to the requested date Available Amount and term of Issuance or amendment of the applicable such proposed Letter of Credit, that one ) or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue such proposed renewal of a Letter of Credit for (which notice shall specify the account term of such renewal), and shall determine, as of 11:00 a.m. (New York City time) on the Borrower Business Day immediately preceding such proposed issuance, whether such proposed Letter of Credit complies with the limitations set forth in Section 2.01 hereof. If such limitations set forth in Section 2.01 are not satisfied or if the applicable Subsidiary Required Lenders have given notice to the Administrative Agent to cease issuing or renewing Letters of Credit as contemplated by this Agreement, the Borrower Administrative Agent shall immediately notify the Issuing Bank (in writing or enter into by telephone immediately confirmed in writing) that the applicable amendmentIssuing Bank is not authorized to issue or renew, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesLetter of Credit. Additionally, If the Borrower shall furnish to the applicable Issuing Bank and issues or renews a Letter of Credit, it shall deliver the Agent original of such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that beneficiary thereof or as the provisions of any Letter of Credit Agreement Account Party shall conflict with this Agreementotherwise direct, and shall promptly notify the provisions of this Agreement shall govern. Notwithstanding anything Administrative Agent thereof and furnish a copy thereof to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAdministrative Agent. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas, Texas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit, by the Borrower to the Issuing Bank and the Administrative Agent. Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement (a "Letter of Credit Agreement"), provided that if any terms and conditions of such Letter of Credit (Agreement are inconsistent with or on such shorter notice as the applicable Issuing Bank may agree)more restrictive than this Agreement, by the Borrower to any Issuing Bank, and such Issuing Bank this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit by the Borrower (a “"Notice of Issuance”") shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (telephone or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein therein, in the case of a Letter of Credit, the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount maximum amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit Credit, and (Ev) form of such Letter of Credit. Each Letter of Credit and specifying such other information as shall be issued required pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “the relevant Letter of Credit Agreement”). Upon sending each Notice of Issuance to the Issuing Bank, the Borrower shall promptly send a copy thereof to the Administrative Agent. If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 11.1 hereof or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practicesissuance. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this AgreementNo less than once each calendar month, the Issuing Banks may send Bank shall give a Letter summary report of the issued and outstanding Letters of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it andAdministrative Agent, in form and substance satisfactory to the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidAdministrative Agent.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) 1:00 p.m. on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower Borrowers to any Issuing Bank, the applicable L/C Issuer and such Issuing Bank the Administrative Agent (who in turn shall give the Agent, to each Revolving Credit Lender prompt notice thereofthereof by facsimile, email or other electronic communication). Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mailfacsimile, by overnight courier, by email or other electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankcommunication, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount amount of such Letter of CreditCredit (which shall not be less than $50,000), (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and Credit, (Ev) form of such Letter of Credit. Each , and (vi) documents to be required in such Letter of Credit, and shall be accompanied by a Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”)Application. If (1) the requested form of such Letter of Credit is acceptable to such Issuing Bank the applicable L/C Issuer in its reasonable sole discretion and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of 2) the applicable Letter L/C Issuer has not received notice of Credit, objection to such issuance from the Administrative Agent or any Revolving Credit Lender on the basis that one or more of the applicable conditions contained specified in Section 3.04 shall Article IV is not then be satisfied, then, subject satisfied or the limitations set forth in the proviso to the terms and conditions hereoffirst sentence of Section 2.03(a) would be exceeded, on the requested date, such L/C Issuer will issue a such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireCredit. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Issuing Banks may send no L/C Issuer shall have any obligation to issue a Letter of Credit if (A) any order, judgment, or conduct decree of any communication Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain such L/C Issuer from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courierissuing such Letter of Credit, or any other commercially reasonable means law applicable to such L/C Issuer or any request or directive (whether or not having the force of communicating law) from any Governmental Authority with a beneficiary. (ii) The Borrower jurisdiction over such L/C Issuer shall promptly examine a copy prohibit or request that such L/C Issuer refrain from the issuance of each letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Initial Closing Date and each amendment thereto that is delivered which such L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it andit, (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer now or hereafter applicable to its issuance of letters of credit generally or (C) the amounts demanded to be paid under any Letter of Credit will not be in U.S. Dollars. Notwithstanding anything herein to the event contrary, no L/C Issuer will be required to issue any commercial or trade (as opposed to a standby) Letter of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidCredit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Paying Agent and each Revolving Credit Lender prompt notice thereofthereof in writing or by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery in writing or by any other means acceptable to such Issuing Banktelephone, confirmed immediately in writing, or facsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency (which shall be Dollars or an Alternative Currency) of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from Lenders holding at least a majority of the Revolving Credit Commitments, such Issuing Bank shallwill, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance; provided that no Issuing Bank shall be required to issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral satisfactory to such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of with the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Lender to eliminate such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iii)) with respect to the applicable Issuing Bank and Defaulting Lender arising from either the Agent such other documents and information pertaining to such requested Letter of Credit issuance then proposed to be issued or amendmentthat Letter of Credit and all other Letter of Credit Advances as to which the Issuing Bank has actual or potential Fronting Exposure, as such Issuing Bank or the Agent it may reasonably requireelect in its sole discretion. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. noon (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall shall, if required by the applicable Issuing Bank, be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Stated Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood and agreed that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue Issue a Letter of Credit for the account of Holdings, the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendmentRestricted Subsidiary, as the case may beapplicable, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, Issuance as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary of such Letter of Credit via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance non-compliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, Bank or by such later date as may be agreed by the Borrower and such Issuing Bank (subject to the proviso to the last sentence in Section 2.16(a)), which shall give to the Agent, Paying Agent and each Revolving Credit Lender prompt notice thereofthereof by telex or telecopier); provided, however, that the Borrower may request (and if such request is made, the Borrower shall represent and warrant that, after giving effect to such issuance, the aggregate Available Amount of Letters of Credit outstanding does not exceed the Letter of Credit Facility) and the Electronic Issuing Bank may issue Electronic L/Cs without the giving of notice thereof by such Issuing Bank to the Paying Agent and each Revolving Credit Lender unless and until the Paying Agent has notified such Issuing Bank that it must give such notice prior to any issuance of Letters of Credit and, provided further that the amount, if any, of the Electronic L/C Reserve shall reduce the amount of non-electronically issued Trade Letters of Credit that may be issued. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery telex or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit or, in the case of Electronic L/Cs, shall be subject to the agreement entered into with the Electronic Issuing Bank with respect thereto (in each case, a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood has not received notice of objection to such issuance on the grounds that any such form shall have only explicit documentary the Borrower has failed to satisfy the conditions to draw and shall not include discretionary conditions)set forth in Section 3.02 from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower Each Issuing Bank shall promptly examine a copy furnish (A) to the Paying Agent on the first Business Day of each Letter week a written report summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the previous week and each amendment thereto that is delivered to it and, in the event drawings during such week under all Letters of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Credit issued by such Issuing Bank. The Borrower shall be conclusively deemed , (B) to have waived any each Revolving Credit Lender on the first Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit issued by such claim against Issuing Bank during the applicable preceding month and drawings during such month under all Letters of Credit issued by such Issuing Bank and its correspondents unless (C) to the Paying Agent and each Revolving Credit Lender on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such notice is given as aforesaidIssuing Bank.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by telecopier, by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier or telephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender Lender, the Agent or the AgentCompany, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Issuing Bank shall make such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 9.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireIssuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender (iwith a copy to Administrative Agent if Administrative Agent is not the proposed Issuing Lender) Each a Request for Issuance no later than 12:00 noon (San Francisco time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance. In furtherance of the provisions of subsection 10.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. No Letter of Credit shall require payment against a conforming demand for payment to be issued upon notice, given not later than 11:00 made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) on which such demand for payment is presented if such presentation is made after 10:00 A.M. (New York City timein the time zone of such office of the Issuing Lender) on such business day. Company shall notify the fifth Business Day applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the date issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount issuance of such Letter of Credit, (C) expiration and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such Letter of Creditissuance, (D) name and address of as to the beneficiary of such Letter of Credit and (E) form of such Letter of Creditmatters to which Company is required to certify in the applicable Request for Issuance. Each Letter Notwithstanding the foregoing, the Existing Letters of Credit shall be deemed issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If on the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw Closing Date and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the any Crompton Borrower to any Issuing Bank, and such Bank under the Letter of Credit A Facility or by the Uniroyal Borrower to any Issuing Bank under the Letter of Credit B-1 Facility, which shall give to the Agent, Agent and each Appropriate Lender prompt notice thereofthereof by telex or telecopier. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery telex or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit, (E) Facility under which such Letter of Credit is to be issued and (EF) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the relevant Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice issuance from any Lender or the Agent, Appropriate Lenders holding at least one Business Day prior to the requested date of Issuance or amendment 51% of the applicable Letter of Credit, that one Working Capital A Commitments or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendmentWorking Capital B-1 Commitments, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. AdditionallyBank will, the Borrower shall furnish to upon fulfillment of the applicable Issuing Bank and the Agent conditions set forth in Article III, make such other documents and information pertaining to such requested Letter of Credit available to the Borrower requesting the issuance of such Letter of Credit at its office referred to in Section 8.02 or amendment, as otherwise agreed with such Issuing Bank or the Agent may reasonably requireBorrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth first Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing the Fronting Bank, and such Issuing Bank which shall give to the Agent, Paying Agent prompt notice thereofthereof by telex, telecopier or cable. Each such notice by of issuance from the Borrower of an Issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelex, appropriately completed and signed by a Responsible Officer (telecopier or designee thereof) of the Borrower and may be sent by United States mailcable, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “"Letter of Credit Agreement”)") as the Fronting Bank may specify to the Borrower for use in connection with such requested Letter of Credit. If (x) the requested form of such Letter of Credit is acceptable to such Issuing the Fronting Bank in its reasonable sole discretion and (y) it being understood that any such form shall have only explicit documentary conditions to draw and shall has not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender a Facility Agent or the AgentRequired Lenders that the conditions to issuing such Letter of Credit have not been satisfied or duly waived, at least one Business Day prior to the requested date of Issuance or amendment Fronting Bank will, upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything govern as among the parties to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryLoan Documents. (ii) The Borrower Fronting Bank shall promptly examine a copy furnish (A) to the Paying Agent and the Documentation Agent and each Lender on the first Business Day of each Letter month a written report summarizing issuance and expiration dates of Letters of Credit issued during the preceding month and drawings during such month under all Letters of Credit and (B) to the Paying Agent and the Documentation Agent and each amendment thereto that is delivered to it and, in Lender on the event first Business Day of any claim each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidall Letters of Credit.

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Request for Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (iToronto time) Each at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. specify (New York City timea) on the fifth Business Day prior to the proposed date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit, (d) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (f) the name and address of the beneficiary, and (g) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents; and provided, further that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft is required to be presented is located) that such draft is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such business day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower Company shall be conclusively deemed to have waived any re-certified, as of the date of such claim against issuance, as to the matters to which Company is required to certify in the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidRequest for Issuance of Letter of Credit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the The Borrower to any Issuing Bank, and such Issuing Bank shall give the LC Bank (with a copy to the Agent) at least three Business Days’ (or such shorter period as the relevant LC Bank may agree in a particular instance in its sole discretion) prior notice, prompt notice thereof. Each such notice by effective upon receipt, of a request for the Borrower of an Issuance issuance or amendment of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of set forth on an Issuance Request specifying the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of CreditCredit is to be issued or amended, (C) expiration date of such Letter of Credit, (D) name and address of describing the beneficiary proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby. Promptly after receipt of any Issuance Request, the LC Bank will confirm with the Agent (Eby telephone or in writing) form that the Agent has received a copy of such Letter of CreditIssuance Request from the Borrower and, if not, the LC Bank will provide the Agent with a copy thereof. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If Unless the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing LC Bank has received written notice from any Lender a Revolving Lender, the Agent or the AgentBorrower, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.03 (with respect to any issuance after the Initial Borrowing Date) shall not then be satisfied, then, subject to the terms and conditions hereof, the LC Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary of the Borrower Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing the LC Bank’s usual and customary business practices. AdditionallyUpon receipt of the request for issuance of or amendments to a Letter of Credit, the Agent shall promptly notify each Revolving Lender of the contents thereof and of the amount of such Revolving Lender’s participation in such Letter of Credit. The issuance by the LC Bank of each Letter of Credit shall, in addition to the conditions precedent set forth in Article III, be subject to the conditions precedent that such Letter of Credit shall be in such form and contain such terms as shall be reasonably satisfactory to the LC Bank and that the Borrower shall furnish have executed and delivered such other instruments and agreements relating to such Letter of Credit as the LC Bank shall have reasonably requested. No Letter of Credit (other than those listed in Schedule V) shall have an expiration date extending beyond the earlier of (i) 12 months from the issuance date (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by any LC Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months, which the LC Bank may agree to or decline in its sole discretion and in fact does not allow such extension beyond the date five Business Days prior to (A) in the case of an LC Bank that is not an Extending Lender, the Revolving-1 Advance Commitment Termination Date, or (B) in the case of an LC Bank that is an Extending Lender, the Revolving-2 Advance Commitment Termination Date, unless such Letter of Credit is an Extended Letter of Credit; provided that immediately after any such extension, (x) the amount of the Letter of Credit Liabilities shall not exceed the Available LC Amount, and (y) the sum of (1) the aggregate principal amount of all Revolving Advances at such time plus (2) the aggregate principal amount of all Swingline Loans at such time plus (3) the aggregate amount of all Letter of Credit Liabilities at such time shall not exceed the aggregate amount of all Revolving Lenders’ Revolving Advance Commitments at such time and (ii) except for Extended Letters of Credit issued in accordance with Section 2.04(i), five Business Days prior to (i) in the case of an LC Bank that is not an Extending Lender, the Revolving-1 Advance Commitment Termination Date), or (ii) in the case of an LC Bank that is an Extending Lender, the Revolving-2 Advance Commitment Termination Date, or in each case such later expiration date as the relevant LC Bank may agree in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Issuance Request shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank and LC Bank: (A) the Agent such other documents and information pertaining to such proposed issuance date of the requested Letter of Credit issuance or amendment, as (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such Issuing Bank or beneficiary in case of any drawing thereunder; and (F) the Agent may reasonably requirefull text of any certificate to be presented by such beneficiary in case of any drawing thereunder. In the event case of a request for an amendment of any outstanding Letter of Credit, such amendment will be requested by the delivery of an Issuance Request which shall specify in form and detail reasonably satisfactory to the extent that LC Bank (A) the provisions Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); and (C) the nature of the proposed amendment. Promptly after its delivery of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything or any amendment to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via thereof, the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with LC Bank will also deliver to the Borrower and the Agent a beneficiary. (ii) The Borrower shall promptly examine a true and complete copy of such Letter of Credit or amendment. The Agent shall deliver to each Lender, upon the end of each calendar quarter and upon each Letter of Credit fee payment, a report setting forth for such period the daily aggregate amounts available for drawing under all Letters of Credit issued by all ▇▇ ▇▇▇▇▇ and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any outstanding during such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidperiod.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the The Borrower to any Issuing Bank, and such Issuing Bank shall give the LC Bank (with a copy to the Agent) at least three Business Days’ (or such shorter period as the relevant LC Bank may agree in a particular instance in its sole discretion) prior notice, prompt notice thereof. Each such notice by effective upon receipt, of a request for the Borrower of an Issuance issuance or amendment of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of set forth on an Issuance Request specifying the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of CreditCredit is to be issued or amended, (C) expiration date of such Letter of Credit, (D) name and address of describing the beneficiary proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby. Promptly after receipt of any Issuance Request, the LC Bank will confirm with the Agent (Eby telephone or in writing) form that the Agent has received a copy of such Letter of CreditIssuance Request from the Borrower and, if not, the LC Bank will provide the Agent with a copy thereof. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If Unless the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing LC Bank has received written notice from any Lender a Revolving Lender, the Agent or the AgentBorrower, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.03 (with respect to any issuance after the Initial Borrowing Date) shall not then be satisfied, then, subject to the terms and conditions hereof, the LC Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary of the Borrower Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing the LC Bank’s usual and customary business practices. AdditionallyUpon receipt of the request for issuance of or amendments to a Letter of Credit, the Agent shall promptly notify each Revolving Lender of the contents thereof and of the amount of such Revolving Lender’s participation in such Letter of Credit. The issuance by the LC Bank of each Letter of Credit shall, in addition to the conditions precedent set forth in Article III, be subject to the conditions precedent that such Letter of Credit shall be in such form and contain such terms as shall be reasonably satisfactory to the LC Bank and that the Borrower shall furnish have executed and delivered such other instruments and agreements relating to such Letter of Credit as the LC Bank shall have reasonably requested. No Letter of Credit (other than those listed in Schedule V) shall have an expiration date extending beyond the earlier of (i) 12 months from the issuance date (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by any LC Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months, which the LC Bank may agree to or decline in its sole discretion and in fact does not allow such extension beyond the date five Business Days prior to the applicable Issuing Revolving Advance Commitment Termination Date unless such Letter of Credit is an Extended Letter of Credit; provided that immediately after any such extension, the aggregate amount of the Letter of Credit Liabilities shall not exceed the Available LC Amount), or such later expiration date as the relevant LC Bank may agree in its sole discretion and (ii) except for Extended Letters of Credit issued in accordance with Section 2.04(i), five Business Days prior to the Agent Revolving Advance Commitment Termination Date. In the case of a request for an initial issuance of a Letter of Credit, such other documents Issuance Request shall specify in form and information pertaining detail reasonably satisfactory to such the LC Bank: (A) the proposed issuance date of the requested Letter of Credit issuance or amendment, as (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such Issuing Bank or beneficiary in case of any drawing thereunder and (F) the Agent may reasonably requirefull text of any certificate to be presented by such beneficiary in case of any drawing thereunder. In the event case of a request for an amendment of any outstanding Letter of Credit, such amendment will be requested by the delivery of an Issuance Request which shall specify in form and detail reasonably satisfactory to the extent that LC Bank (A) the provisions Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day) and (C) the nature of the proposed amendment. Promptly after its delivery of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything or any amendment to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via thereof, the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with LC Bank will also deliver to the Borrower and the Agent a beneficiary. (ii) The Borrower shall promptly examine a true and complete copy of such Letter of Credit or amendment. The Agent shall deliver to each Lender, upon the end of each calendar quarter and upon each Letter of Credit fee payment, a report setting forth for such period the daily aggregate amounts available for drawing under all Letters of Credit issued by all ▇▇ ▇▇▇▇▇ and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any outstanding during such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidperiod.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, . Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and such the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided -------------------------- -------- that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit by the Borrower (a “"Notice of Issuance”") shall be accompanied ------------------ -41- by a letter of credit applicationtelex, appropriately completed and signed by a Responsible Officer (telecopier or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankcable, specifying therein therein, in the case of a Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Letter of Credit and (F) such other information as shall be issued required pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “the relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions Article 3 --------- hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 11.1 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance ------------ connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance. (ii) The Borrower Issuing Bank shall promptly examine furnish to each Lender after each Quarterly Date (or each Monthly Date, if requested by any Lender) a (A) written report summarizing issuance and expiration dates of Letters of Credit issued during the preceding fiscal quarter and drawings during such fiscal quarter under all Letters of Credit and setting forth Lender's participation therein and (B) if requested by any Lender, a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in issued during the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidpreceding fiscal quarter.

Request for Issuance. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon noticerequest, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance or amendment of such Letter of Credit (or on such shorter notice later date and time as the applicable Agent and Issuing Bank may agreeagree in a particular instance in their sole discretion), by the any Borrower to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent and each Lender prompt notice thereof. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied sent by a letter of credit applicationfax transmission, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such the Issuing Bank, by personal delivery or by any other means acceptable to such the Issuing Bank, specifying therein (in form and detail satisfactory to the Issuing Bank), with respect to any initial issuance of a Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit. Each Letter of Credit ; (H) such other matters as the Issuing Bank may require, and shall be issued pursuant to accompanied by such form of an completed and signed application and agreement for issuance or amendment of a letter of credit as is used from time to time by such the Issuing Bank may specify to such Borrower for use in connection with such requested Letter of Credit (in each case, a “Letter of Credit Agreement”). If In the requested form case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit is acceptable Agreement shall specify in form and detail 44 satisfactory to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or 1) the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for to be amended; (2) the account proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable proposed amendment, ; and (4) such other matters as the case Issuing Bank may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesrequire. Additionally, the applicable Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Related Documents, as such the Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions . (ii) Promptly after receipt of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit Agreement from the applicable Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received written notice from any Lender, the Agent or any Borrower, at least one (1) 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 Article III shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or conduct any communication to or from enter into the beneficiary via applicable amendment, as the Society for Worldwide Interbank Financial Telecommunication message or overnight couriercase may be, or any other commercially reasonable means of communicating in each case in accordance with a beneficiary. (ii) The Borrower shall promptly examine a copy the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit and each amendment thereto that is delivered in an amount equal to it and, in the event product of such ▇▇▇▇▇▇’s Pro Rata Share of the Available Amount of such Letter of Credit. (iii) Promptly after its delivery of any claim Letter of noncompliance Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Borrower’s instructions or other irregularitybeneficiary thereof, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank will also deliver to the Borrowers and its correspondents unless the Agent a true and complete copy of such notice is given as aforesaidLetter of Credit or amendment.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth tenth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier or telephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount Jabil Credit Agreement of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the earlier of (1) one year after the Issuance thereof (or one year after its renewal or extension) and (2) ten Business Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, if in its reasonable discretion it elects to do so, and unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day gives prior notice to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requirethat the applicable conditions of Article III would not be satisfied at the time of such Issuance, upon fulfillment of the applicable conditions set forth in Section 3.03, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the any Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent and each Lender prompt notice thereofthereof by telex or telecopier). Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery telex or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to such Borrower for use in connection with such requested Letter of Credit (in each case, a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 8.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower Each Issuing Bank shall promptly examine a copy furnish (A) to the Agent on the first Business Day of each Letter week a written report summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the previous week and each amendment thereto that is delivered to it and, in the event drawings during such week under all Letters of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Credit issued by such Issuing Bank. The Borrower shall be conclusively deemed , (B) to have waived any each Lender on the first Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit issued by such claim against Issuing Bank during the applicable preceding month and drawings during such month under all Letters of Credit issued by such Issuing Bank and its correspondents unless (C) to the Agent and each Lender on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such notice is given as aforesaidIssuing Bank.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the earlier of (x) 10 Business Days prior to the Termination Date and (y) one year after the issuance thereof), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything If the Borrower so requests with respect to the contrary any Letter of Credit, an Issuing Bank may, in this Agreementits sole and absolute discretion, the Issuing Banks may send agree to issue a Letter of Credit or conduct that has automatic extension provisions (each, an “Auto‑Extension Letter of Credit”); provided that any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each such Auto‑Extension Letter of Credit and must permit the Issuing Bank to prevent any such extension at least once in each amendment thereto that is delivered to it and, in the event of any claim of noncompliance twelve‑month period (commencing with the Borrower’s instructions or other irregularitydate of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonextension Notice Date”) in each such twelve‑month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an Issuing Bank, the Borrower will immediately notify shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto‑Extension Letter of Credit has been issued, the applicable Issuing Bank. The Borrower Lenders shall be conclusively deemed to have waived authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than 10 Business Days prior to the Termination Date; provided, however, that an Issuing Bank shall not permit any such claim against extension if such Issuing Bank has determined that it would not be permitted to or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof by reason of (A) the provisions of Section 2.01(b) or (B) the failure of one or more of the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidconditions specified in Section 3.02 to be then satisfied.

Request for Issuance. (i) Each Letter of Credit shall be issued Issued upon notice, given not later than 11:00 A.M. (New York City time) on the third Business Day (in the case of Letters of Credit denominated in Dollars) and fifth Business Day (in the case of Letters of Credit denominated in Euros) prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, Bank and such Issuing Bank shall give to the Administrative Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationhand or by transmission by facsimile or electronic communication, appropriately completed and signed if arrangements for doing so have been approved by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such applicable Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, ). specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount and currency of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditionsdraw), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Administrative Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Administrative Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The If the Borrower shall promptly examine so requests in any applicable Notice of Issuance, the applicable Issuing Bank may, in its discretion, agree to issue a copy of each Letter of Credit and that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each amendment thereto that is delivered to it and, in the event of any claim of noncompliance twelve-month period (commencing with the Borrower’s instructions or other irregularity, date of issuance of such Letter of Credit) by giving prior notice to the Borrower will immediately notify beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank. The , the Borrower shall not be conclusively required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have waived any such claim against authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than five Business Days before the Termination Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.04(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, and its correspondents unless in each such notice is given as aforesaidcase directing such Issuing Bank not to permit such extension.

Request for Issuance. (i) Each Subject to clause (ii) below, each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Designated Agent, prompt notice thereofthereof by telecopier. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower No Issuing Bank shall promptly examine a copy of each be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and each amendment thereto that is delivered which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it andit; or (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally and to customers of the Issuing Bank generally; provided that, in the event the Issuing Bank can no longer issue any Letter of any claim of noncompliance with Credit, the Issuing Bank shall endeavor to provide sufficient notice thereof to the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower or any Designated Account Party to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof by telecopier. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower or such Designated Account Party for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit and the identity and location of the proposed beneficiary thereof is acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance consistent with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish 's established policies generally applicable to the issuance of letters of credit and any applicable law and (y) it has not received notice of objection to such issuance from the Required Lenders such Issuing Bank and will, upon fulfillment of the Agent applicable conditions set forth in Article III, make such other documents and information pertaining to such requested Letter of Credit issuance available to the Borrower or amendment, such Designated Account Party at its office referred to in Section 9.02 or as otherwise agreed with the Borrower or such Issuing Bank or the Agent may reasonably requireDesignated Account Party in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything Section 9.07, from time to time any Issuing Bank may, by notice to the contrary in this AgreementAdministrative Agent and the Borrower, assign to an Affiliate of such Issuing Bank which is at such time also an Issuing Bank all or a portion of such assigning Issuing Bank's Letter of Credit Commitment hereunder. Upon the Issuing Banks may send issuance of a Letter of Credit or conduct any communication Credit, each Lender shall be deemed to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with have a beneficiary. (ii) The Borrower shall promptly examine a copy of each risk participation in such Letter of Credit and each amendment thereto that is delivered to it and, in the event extent of any claim its Pro Rata Share of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any Available Amount of such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidLetter of Credit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and such each Lender prompt notice thereof by telecopier or e-mail or by means of the Approved Electronic Platform. The Borrower shall use commercially reasonable efforts, to the extent practicable, to cause the Letters of Credit to be issued by the Issuing Banks on a proportionate basis in accordance with their respective proportionate shares of the Letter of Credit Commitments, it being understood that the Borrower will be required to deliver a Notice of Issuance only to a single Issuing Bank and that Royal Bank of Canada shall give the Agent, prompt notice thereofnot be obligated to issue Trade Letters of Credit hereunder. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, telecopier or designee thereof) of the Borrower and may be sent by United States e-mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, in each case specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (z) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and such each Lender prompt notice thereof by telecopier or e‑mail or by means of the Approved Electronic Platform. The Borrower shall have the right to select the Issuing Bank for each Letter of Credit, provided that, unless the Borrower determines that it is beneficial to the Borrower for Letters of Credit, or any of them, to be issued by a particular Issuing Bank, the Borrower shall give use commercially reasonable efforts, to the Agentextent practicable, prompt notice thereofto cause the Letters of Credit to be issued by the Issuing Banks on a proportionate basis in accordance with their respective proportionate shares of the Letter of Credit Commitments, it being understood that the Borrower will be required to deliver a Notice of Issuance only to a single Issuing Bank. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier or e‑mail, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, in each case specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (it being understood that any z) such form shall have only explicit documentary conditions Issuing Bank has not received notice of objection to draw and shall not include discretionary conditions)such issuance from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a The Existing Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidbeen issued pursuant to this Section 2.03(a).

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency (which shall be a Major Currency or Dollars) of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit Agreement”(a "Letter of Credit Application"). If (A) the requested form of such Letter of Credit, in the reasonable judgment of the Issuing Bank, conforms to standard practices of financial institutions that regularly issue letters of credit and (B) the issuance of a letter of credit to the beneficiary of such Letter of Credit would not, in the reasonable judgment of the Issuing Bank, violate or conflict with (y) any regulatory or legal restriction applicable to the Issuing Bank, or (z) any internal policy, procedure or guideline of, the Issuing Bank that is acceptable to consistent with standard practices of financial institutions that regularly issue letters of credit, then such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)will, such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the An Issuing Banks may send Bank that issues a Letter of Credit or conduct any communication which expires prior to or from the beneficiary via Termination Date but provides for automatic extension of the Society for Worldwide Interbank Financial Telecommunication message or overnight courierexpiry date will not exercise its right to prevent the automatic extension of the expiry date unless (i) the applicable conditions set forth in Section 3.04 are not satisfied as to the date of such Issuing Bank's required notice of non-extension, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in such automatic extension would extend the event of any claim of noncompliance with expiry date beyond the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidTermination Date.

Request for Issuance. (i) Each Letter of Credit shall be issued upon noticedelivery of notice to the Issuing Bank selected by the Borrower (whether such notice is physically delivered to such Issuing Bank or transmitted by electronic communication, if arrangements for doing so have been approved by the Issuing Bank), given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Credit. Such Issuing Bank shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof (whether such notice is physically delivered to such Issuing Bank or transmitted by electronic communication, if arrangements for doing so have been approved by the Issuing Bank). Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, telecopier or designee thereof) of the Borrower and may be sent by United States e-mail, by overnight courier, by electronic transmission using in each case in substantially in the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankform of Exhibit C hereto, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (z) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter All Existing Letters of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidbeen issued pursuant to this Section 2.03(a).

Request for Issuance. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon noticerequest, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance or amendment of such Letter of Credit (or on such shorter notice later date and time as the applicable Agent and Issuing Bank may agreeagree in a particular instance in their sole discretion), by the any Borrower to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent and each Lender prompt notice thereof. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied sent by a letter of credit applicationfax transmission, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such the Issuing Bank, by personal delivery or by any other means acceptable to such the Issuing Bank, specifying therein (in form and detail satisfactory to the Issuing Bank), with respect to any initial issuance of a Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit. Each Letter of Credit ; (H) such other matters as the Issuing Bank may require, and shall be issued pursuant to accompanied by such form of an completed and signed application and agreement for issuance or amendment of a letter of credit as is used from time to time by such the Issuing Bank may specify to such Borrower for use in connection with such requested Letter of Credit (in each case, a “Letter of Credit Agreement”). If In the requested form case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit is acceptable Agreement shall specify in form and detail 44 satisfactory to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or 1) the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for to be amended; (2) the account proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable proposed amendment, ; and (4) such other matters as the case Issuing Bank may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesrequire. Additionally, the applicable Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Related Documents, as such the Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions . (ii) Promptly after receipt of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit Agreement from the applicable Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received written notice from any Lender, the Agent or any Borrower, at least one (1) 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 Article III shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or conduct any communication to or from enter into the beneficiary via applicable amendment, as the Society for Worldwide Interbank Financial Telecommunication message or overnight couriercase may be, or any other commercially reasonable means of communicating in each case in accordance with a beneficiary. (ii) The Borrower shall promptly examine a copy the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit and each amendment thereto that is delivered in an amount equal to it and, in the event product of such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit. (iii) Promptly after its delivery of any claim Letter of noncompliance Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Borrower’s instructions or other irregularitybeneficiary thereof, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank will also deliver to the Borrowers and its correspondents unless the Agent a true and complete copy of such notice is given as aforesaidLetter of Credit or amendment.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt written notice thereofthereof by telex, telecopier or cable. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationin writing, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which, for each Letter of Credit other than an Existing Letter of Credit, shall not be later than the earlier of (x) one year after the issuance thereof (provided that any such Letter of Credit may provide for renewal thereof for additional periods (which shall in no event extend past the date in clause (y) hereof)) and (y) 10 Business Days prior to the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”)") in form reasonably acceptable to the Borrower, (F) the documents to be presented by such beneficiary in case of any drawing thereunder and (G) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit available for the account of beneficiary or as otherwise agreed with the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower As of the Effective Date, each of the letters of credit listed on Schedule 2.03 (the "Existing Letters of Credit") shall promptly examine a copy of each Letter be deemed to constitute Letters of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidissued under this Agreement.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower Company to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower Company of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed confirmed promptly in writing, or by a Responsible Officer telecopier (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other electronic means acceptable agreed to such Issuing Bankby the Agent), specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the Company shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If ) and (F) such other matters as the requested form of such Letter of Credit is acceptable to such applicable Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or may require. In the Agent, at least one Business Day prior to the requested date case of Issuance or a request for an amendment of the applicable any outstanding Letter of Credit, that one or more applicable conditions contained such Notice of Issuance shall specify in Section 3.04 shall not then be satisfied, then, subject form and detail satisfactory to the terms and conditions hereofapplicable Issuing Bank, on (A) the requested date, issue a Letter of Credit for to be amended, (B) the account proposed date of amendment thereof (which shall be a Business Day), (C) the nature of the Borrower or proposed amendment and (D) such other matters as the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case Issuing Bank may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesrequire. Additionally, the Borrower Company shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. If the requested form of such Letter of Credit is acceptable to the applicable Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Section 3.02, make such Letter of Credit available to the Company at its office referred to in Section 9.02 or as otherwise agreed with the Company in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything . (i) No Issuing Bank shall be under any obligation to the contrary in this Agreement, the Issuing Banks may send a issue any Letter of Credit if: (A) any order, judgment or conduct decree of any communication governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courierLetter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) except as otherwise agreed by the Agent and such Issuing Bank, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby TOC Letter of Credit; (C) the Letter of Credit is to be denominated in a currency other commercially reasonable means than Dollars; (D) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of communicating Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with a beneficiarythe Company or such Lender to eliminate such Issuing Bank’s actual or potential fronting exposure (after giving effect to Section 2.19(f)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which such Issuing Bank has actual or potential fronting exposure, as it may elect in its sole discretion; or (E) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (ii) The Borrower No Issuing Bank shall promptly examine a copy of each amend or continue any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended or continued form under the terms hereof. (iii) Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each amendment thereto that is delivered Issuing Bank shall have all of the benefits and immunities (A) provided to the Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it andor proposed to be issued by it and documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, in the event of any claim of noncompliance and (B) as additionally provided herein with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable respect to such Issuing Bank. The Borrower . (iv) No Issuing Bank shall have any obligation to issue any Letter of Credit hereunder if the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension thereof (it being understood that any such Letter of Credit so issued shall be conclusively deemed to have waived any on such claim against terms and conditions as may be specified by the applicable Issuing Bank in its discretion, including with respect to expiry date and its correspondents unless such notice is given as aforesaidany automatic renewal features).

Request for Issuance. (ia) Each Working Capital Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Working Capital Letter of Credit (or or, in the case of Working Capital Letters of Credit to be issued on the Effective Date, the second Business Day prior to the date of such shorter notice as the applicable Issuing Bank may agreeissuance), by the Borrower to any the relevant Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent prompt notice thereofthereof by telephone or in writing or by telecopier (and if by telephone shall be confirmed immediately in writing or by telecopier). Each such notice by the Borrower of an Issuance issuance of a Working Capital Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (telephone or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery in writing or by any other means acceptable to such Issuing Banktelecopier (and if by telephone shall be confirmed immediately in writing or by telecopier), specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Working Capital Letter of Credit, (C) expiration date of such Working Capital Letter of Credit, (D) name and address of the beneficiary of such Working Capital Letter of Credit and (E) form of such Working Capital Letter of Credit. No Issuing Bank shall be required to issue a Working Capital Letter of Credit until such time as such Issuing Bank and the Borrower have agreed on the form and substance of such Working Capital Letter of Credit; provided that no Issuing Bank shall unreasonably delay the issuance of any such Working Capital Letter of Credit or unreasonably reject any provisions required by the Borrower to be included in or omitted from such Working Capital Letter of Credit. Each Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article V, make such Working Capital Letter of Credit available to the Borrower at its office referred to in Section 11.02 or as otherwise agreed with the Borrower in connection with such issuance. Notwithstanding anything herein to the contrary, no Issuing Bank shall be issued pursuant under any obligation to such form issue any Working Capital Letter of an application and agreement for issuance Credit if any order, judgment or amendment decree of a letter of credit as is used from time any Governmental Authority or arbitrator shall by its terms purport to time by enjoin or restrain LSP Gen Finance First Lien Credit Agreement such Issuing Bank (a “from issuing such Working Capital Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable Credit, or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or such Working Capital Letter of Credit in its reasonable discretion particular or shall impose upon such Issuing Bank with respect to such Working Capital Letter of Credit any restriction, reserve or capital requirement (it being understood that for which such Issuing Bank is not otherwise compensated hereunder), or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense (for which such form shall have only explicit documentary conditions Issuing Bank is not otherwise compensated hereunder). (b) Upon the issuance of a Working Capital Letter of Credit by any Issuing Bank pursuant to draw and shall not include discretionary conditionsSection 3.02(a), such Issuing Bank shallshall be deemed, unless without further action by any party hereto, to have sold to each Working Capital Lender, and each Working Capital Lender shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank has received written notice from any Bank, a participation in such Working Capital Letter of Credit in an amount for each Working Capital Lender or the Agent, at least one Business Day prior equal to the requested date of Issuance or amendment such Lender’s Pro Rata Share of the applicable Available Amount of such Working Capital Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to effective upon the terms and conditions hereof, on the requested date, issue a issuance of such Working Capital Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryCredit. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit, by the US Borrower to any US Revolving Issuing Bank or by a Canadian Borrower to any Canadian Issuing Bank, as the case may be, which shall give to the Administrative Agent and each US Revolving Credit (Lender in the case of a US Revolving Letter of Credit, or on each Canadian Revolving Credit Lender in the case of a Canadian Letter of Credit, prompt notice thereof by telecopier or electronic communication and such shorter requirement shall be deemed waived if such notice as is accepted by the Administrative Agent and the applicable Issuing Bank may agree), by and received earlier than three days prior to the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofdate of proposed issuance. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by telecopier electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankcommunication, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day or a Canadian Business Day, as applicable), (B) Available Amount and currency (which shall be US Dollars, in the case of a US Revolving Letter of Credit or Canadian Dollars, in the case of a Canadian Letter of Credit) of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to such Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Bank, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the available to such Borrower at its office referred to in Section 8.02 or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt written notice thereofthereof by telecopier. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied in writing, or made by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which, for each Letter of Credit other than an Existing Letter of Credit, shall not be later than the earlier of (x) one year after the issuance thereof (provided that any such Letter of Credit may provide for renewal thereof for additional periods (which shall in no event extend past the date in clause (y) hereof)) and (y) 10 Business Days prior to the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”)") in form reasonably acceptable to the Borrower, (F) the documents to be presented by such beneficiary in case of any drawing thereunder and (G) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit available for the account of beneficiary or as otherwise agreed with the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower As of the Effective Date, each of the letters of credit listed on Schedule 2.03 (the "Existing Letters of Credit") shall promptly examine a copy of each Letter be deemed to constitute Letters of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidissued under this Agreement.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, which shall give to Administrative Lender and each Lender prompt notice thereof by telex, telecopier or cable. Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between Borrower (and if such Letter of Credit is for the account of any Company other than Borrower, such other Company) and Issuing Bank in form and substance reasonably satisfactory to Borrower and Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelex, appropriately completed and signed by a Responsible Officer (telecopier or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankcable, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Letter of Credit and (F) such other information as shall be issued required pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “the relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Sections 2.16 and 2.17, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the available to Borrower at its office referred to in Section 8.6 or the applicable Subsidiary of the as otherwise agreed with Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance. (ii) The Borrower Issuing Bank shall promptly examine furnish to each Lender on each Quarterly Date (A) a written report summarizing issuance and expiration dates of Letters of Credit issued during the preceding quarter and drawings during such quarter under all Letters of Credit and setting forth such Lender's participation therein and (B) a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in issued during the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidpreceding quarter.

Request for Issuance. (i) Each Letter of Credit shall be issued upon noticenotice and application, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day (or a later day, if acceptable to the relevant Issuing Bank in its sole discretion, but in no event later than the first Business Day) prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent prompt notice thereofthereof by telex or facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of IssuanceIssuance and Application for Letter of Credit”) shall be accompanied by a letter telephone, confirmed immediately in writing, or telex or facsimile, in the form of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing BankExhibit B-2, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Credit and (F) the requested currency of such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”)Credit, if other than Dollars. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance; provided that no Issuing Bank shall be obligated to issue any Letter of Credit in a Foreign Currency, but each Issuing Bank shall be permitted to do so in its sole discretion if requested by the Borrower; provided, further that no Issuing Bank shall be required to issue any Letter of Credit if after giving effect to such issuance the aggregate face amount of all outstanding letters of credit issued under this Agreement by such Issuing Bank would exceed its Letter of Credit Commitment, unless such Issuing Bank has received written notice from any Lender or shall have otherwise agreed. Notwithstanding the Agentforegoing, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable no Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of shall issue any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send after it has received a Letter of Credit or conduct any communication to or notice from the beneficiary via Agent or the Society for Worldwide Interbank Financial Telecommunication message Required Banks that a Default has occurred and is continuing, until it receives a subsequent notice from the Agent or overnight courier, the Required Banks that such Default has been cured or any other commercially reasonable means of communicating with a beneficiarywaived. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Revolving Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) (x) subject to the following clause (y), on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Revolving Letter of Credit, in the case of a Revolving Letter of Credit with an Available Amount of up to $25,000,000, or (y) the tenth Business Day prior to the date of the proposed issuance of such Revolving Letter of Credit, in the case of a Revolving Letter of Credit with an Available Amount that, together with the Available Amount of all other Revolving Letters of Credit requested within the preceding 10 consecutive Business Days, would result in the aggregate Available Amount of all such Revolving Letters of Credit being greater than $25,000,000 (except in the case of the initial Revolving Letters of Credit to be issued or deemed issued on such shorter notice as the applicable Issuing Bank may agreeEffective Date), by the Borrower to any Issuing Bankthe Administrative Agent, and such which shall give to the Revolving Issuing Bank shall give the Agent, prompt notice thereofthereof by telecopier or electronic communication by no later than 5:00 P.M. (New York time) at least three Business Days or ten Business Days, as the case may be, prior to the date of the proposed issuance. Each such The notice by the Borrower of an Issuance issuance of a any Revolving Letter of Credit shall be substantially in the form attached hereto as Exhibit B-2 (a “Notice of Issuance”) and shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery in writing or by any other means acceptable to such Issuing Banktelecopier or electronic communication (and confirmed by telephone), specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Revolving Letter of Credit, (Ciii) expiration date of such Revolving Letter of Credit, (Div) name and address of the beneficiary of such Revolving Letter of Credit Credit, (v) supportable obligation and (Evi) form of such Revolving Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Revolving Letter of Credit is acceptable to such the Revolving Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such the Revolving Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article III, make such Revolving Letter of Credit available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the Borrower in connection with such issuance. Notwithstanding anything herein to the contrary, no Revolving Issuing Bank shall be under any obligation to issue any Revolving Letter of Credit if (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Revolving Issuing Bank from issuing such Revolving Letter of Credit, or any law applicable to such Revolving Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Revolving Issuing Bank shall prohibit, or direct that one such Revolving Issuing Bank refrain from, the issuance of letters of credit generally or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a such Revolving Letter of Credit for the account of the Borrower in particular or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with shall impose upon such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Revolving Issuing Bank and the Agent such other documents and information pertaining with respect to such requested Revolving Letter of Credit issuance any restriction, reserve or amendment, as capital requirement (for which such Revolving Issuing Bank is not otherwise compensated hereunder), or shall impose upon such Revolving Issuing Bank any unreimbursed loss, cost or expense (for which such Revolving Issuing Bank is not otherwise compensated hereunder) or (y) any Lender under the Agent may reasonably require. In the event and to the extent that the provisions of any Revolving Letter of Credit Agreement shall conflict with this AgreementFacility is a Defaulting Lender, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any unless such claim against the applicable Revolving Issuing Bank and its correspondents unless such notice is given as aforesaid.has entered into arrangements with the

Request for Issuance. (i) Each Letter of Credit shall be issued upon -------------------- notice, given not later than 11:00 A.M. a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Lender and each Lender prompt notice thereof by telex, telecopier or cable. Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower (and, if such Letter of Credit is being issued for the account of a Subsidiary, such Subsidiary) and the Issuing Bank in form and substance reasonably satisfactory to the Borrower (and, if such Letter of Credit is being issued for the account of a Subsidiary, such Subsidiary) and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided that if any such terms and -------------------------- -------- conditions are inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") ------------------ shall be accompanied by a letter of credit applicationtelex, appropriately completed and signed by a Responsible Officer (telecopier or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankcable, specifying therein therein, in the case of a Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Letter of Credit and (F) such other information as shall be issued required pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “the relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit available to the Borrower (or, if such Letter of Credit is being issued for the account of a Subsidiary, to such Subsidiary) at its office referred to in Section 11.1 or as otherwise agreed with the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment(or, as the case may be, in each case in accordance with if such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendmentis being issued for the account of a Subsidiary, as to such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict Subsidiary) in connection with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiarysuch issuance. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the any Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent and each Lender prompt notice thereofthereof by telecopier). Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to such Borrower for use in connection with such requested Letter of Credit (in each case, a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 8.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower Each Issuing Bank shall promptly examine a copy furnish (A) to the Agent on the first Business Day of each Letter week a written report summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the previous week and each amendment thereto that is delivered to it and, in the event drawings during such week under all Letters of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Credit issued by such Issuing Bank. The Borrower shall be conclusively deemed , (B) to have waived any each Lender on the first Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit issued by such claim against Issuing Bank during the applicable preceding month and drawings during such month under all Letters of Credit issued by such Issuing Bank and its correspondents unless (C) to the Agent and each Lender on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such notice is given as aforesaidIssuing Bank.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (I) 12:00 P.M. (New York City time) on the third Business Day (in respect of any proposed Letter of Credit to be denominated in Dollars or Canadian Dollars under the U.S. Dollar Letter of Credit Facility), (II) 12:00 P.M. (London time) on the fifth Business Day (in respect of any proposed Letter of Credit under the Multicurrency Letter of Credit Facility), (III) 12:00 P.M. (Hong Kong time) on the fifth Business Day or Daily RFR Business Day, as applicable, (in respect of any proposed Letter of Credit under the Singapore Dollar Letter of Credit Facility, the Australian Letter of Credit Facility, the IDR Letter of Credit Facility, the KRW-A Letter of Credit Facility or the KRW-B Letter of Credit Facility) or (IV) the fifth Business Day (in respect of any other Letter of Credit not described in clauses (I), (II) or (III) above), as applicable, prior to the date of the proposed Issuance issuance of such Letter of Credit, by the applicable Borrower to (1) the Administrative Agent in the case of the Multicurrency Letter of Credit Facility and (or on such shorter notice as 2) the applicable Issuing Bank may agree)in the case of any other Letter of Credit Facility. In the case of (1) above, the Administrative Agent shall give to the applicable Issuing Bank and each Lender prompt notice thereof by email or by means of the Borrower to any Issuing BankPlatform. In the case of (2) above, and such the applicable Issuing Bank shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof by email or by means of the Platform. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied in writing by a letter of credit applicationemail, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, in each case specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) currency of such Letter of Credit and the Letter of Credit Facility pursuant to which such Letter of Credit shall be issued, (iii) Available Amount of such Letter of Credit, (Civ) expiration date of such Letter of Credit, (Dv) the proposed Borrower, (vi) name and address of the beneficiary of such Letter of Credit and (Evii) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the applicable Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). Notwithstanding the foregoing, the issuance of the initial Letter of Credit under the IDR Letter of Credit Facility shall be subject to the condition precedent that the IDR Issuing Bank shall have confirmed receipt and approval of all applicable “know your customer” and other similar documentation and information required under applicable laws and regulations; provided that the IDR Issuing Bank shall, promptly following the Closing Date, proceed to take such steps as are reasonably required to complete such procedures in a timely manner. Any application for a Letter of Credit may be made by any Borrower or any Subsidiary of the Parent Guarantor. If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (z) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Tranche Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and Borrower at its office referred to in Section 9.02 or as otherwise agreed with the Agent applicable Borrower in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter All Existing Letters of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidbeen issued pursuant to this Section 2.03(a).

Request for Issuance. (i) Each Revolving Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day (or such later Business Day as may be agreed by the Revolving Issuing Bank and the Borrower) prior to the date of the proposed Issuance issuance of such Revolving Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Revolving Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Revolving Credit Lender prompt notice thereof. thereof by telecopier or electronic communication. (ii) Each Term Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the Business Day prior to the date of the proposed issuance of such Term Letter of Credit, by the Borrower to the Term Issuing Bank, which shall give to the Administrative Agent prompt notice thereof by telecopier or electronic communication. (iii) Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationin writing, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Banktelephone, confirmed in writing, or by telecopier or electronic communication, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to such form of an application and agreement for issuance or amendment of accompanied by a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”), and further specifying whether (F) the Letter of Credit is a Term Letter of Credit or a Revolving Letter of Credit. If the requested form of such Letter of Credit is acceptable to such the Appropriate Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Appropriate Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit, by the US Borrower to any US Revolving Issuing Bank or by a Canadian Borrower to any Canadian Issuing Bank, as the case may be, which shall give to the Administrative Agent and each US Revolving Credit (Lender in the case of a US Revolving Letter of Credit, or on each Canadian Revolving Credit Lender in the case of a Canadian Letter of Credit, prompt notice thereof by telecopier or electronic communication and such shorter requirement shall be deemed waived if such notice as is accepted by the Administrative Agent and the applicable Issuing Bank may agree), by and received earlier than three days prior to the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofdate of proposed issuance. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by telecopier electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankcommunication, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day or a Canadian Business Day, as applicable), (B) Available Amount and currency (which shall be US Dollars, in the case of a US Revolving Letter of Credit or Canadian Dollars, in the case of a Canadian Letter of Credit) of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “may specify to such Borrower for use in connection with such requested Letter of Credit Agreement”(a "LETTER OF CREDIT AGREEMENT"). If the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Bank, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the available to such Borrower at its office referred to in Section 8.02 or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelecopier or telephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to such Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied3.02, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 9.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this AgreementSection 2.03(a), AISL shall only be entitled to request the Issuing Banks may send issuance of a Letter of Credit or conduct if it has received a favorable opinion of counsel; it being understood that a request by AISL to any communication to or from Issuing Bank for the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means issuance of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered shall be conclusive evidence to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable such Issuing Bank. The Borrower shall be conclusively deemed to have waived any , without further investigation, that AISL has received such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidopinion.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth two Business Day Days prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the relevant Borrower to any the relevant Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent and each Lender prompt notice thereofthereof by telex or telecopier. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelex or telecopier, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed promptly in writing, specifying therein the requested (A) the requested date of such Issuance issuance (which shall be a Business Day), (B) the Available Amount of requested for such Letter of Credit, (C) the expiration date of such Letter of Credit, (D) the account party or parties for such Letter of Credit, (E) the name and address of the issuer and the beneficiary of such Letter of Credit Credit, and (EF) the form of such Letter of Credit. Each Letter , together with a description of Credit shall the nature of the transactions or obligations proposed to be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”)supported thereby. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for available to the account of the relevant Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance. (ii) The Borrower Each Issuing Bank shall promptly examine a copy furnish (A) to the Agent on the first Business Day of each Letter week a written report summarizing the issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the previous week and each amendment thereto that is delivered to it and, in the event drawings during such week under all Letters of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Credit issued by such Issuing Bank. The , (B) to each Lender and to the relevant Borrower shall be conclusively deemed to have waived any on the first Business Day of each month, a written report summarizing the issuance and expiration dates of the Letters of Credit issued by such claim against Issuing Bank under the applicable relevant Facility during the preceding month and drawings during such month under all Letters of Credit under such Facility issued by the Issuing Bank and its correspondents unless (C) to the Agent and each Lender on the first Business Day of each calendar quarter, a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such notice is given as aforesaid.Issuing Bank under the relevant Facility. Credit Agreement ----------------

Request for Issuance. (i) Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice period of time as may be acceptable to the applicable Issuing Bank may agreeBank), by the Borrower Company to any Issuing Bank, and such an Issuing Bank and to the Administrative Agent, which shall give the Agent, to each Lender prompt notice thereofthereof by telex, telecopier/fax, cable or electronic mail. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelex, appropriately completed and signed by a Responsible Officer (telecopier/fax, cable or designee thereof) of the Borrower and may be sent by United States electronic mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed immediately in writing, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, including Currency thereof, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by (each such Issuing Bank (application and agreement, and each application and agreement executed and delivered in respect of an Existing Letter of Credit, being herein called a “Letter of Credit Agreement”)) as the relevant Issuing Bank may specify to the Company for use in connection with such requested Letter of Credit. THIRD AMENDED AND RESTATED CREDIT AGREEMENT (ii) If the requested form of such Letter of Credit is for the account of any entity permitted under Section 2.04 and is acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any required to issue such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Letter of Credit, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article IV, make such Letter of Credit available to the Company at its office referred to in Section 9.02 or as otherwise agreed with the Company in connection with such issuance. Immediately upon the issuance of each Letter of Credit, that one or more applicable conditions contained each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Bank a risk participation in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish an amount equal to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireits pro rata share thereof. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (iiiii) The Borrower Each Issuing Bank shall promptly examine a copy furnish (A) to the Administrative Agent and the Company on the first Business Day of each Letter month a written report summarizing the issuance and expiration dates of Letters of Credit issued during the preceding month and each amendment thereto that is delivered to it drawings during such month under all Letters of Credit and, with respect to Letters of Credit issued in an Alternate Currency, any revaluations thereof and (B) to the event Administrative Agent and the Company on the first Business Day of any claim each fiscal quarter a written report setting forth the average daily aggregate Available Amount during the preceding fiscal quarter of noncompliance with all Letters of Credit, including the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidCurrency of each thereof.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on (i) the fifth Business Day (or such later day as the Issuing Bank may agree in its sole discretion) prior to the date of the proposed issuance of such Letter of Credit (other than Letters of Credit denominated in a currency other than Dollars, Euros or Pounds Sterling) and (ii) the sixth Business Day prior to the date of the proposed Issuance issuance in the case of such a Letter of Credit for which the Borrower requests a currency other than Dollars, Euros or Pounds Sterling (or on in which case the Administrative Agent shall inquire and shall notify the Borrower as to whether such shorter notice as currency has been consented to by all the applicable Issuing Bank may agreeRevolving Credit Lenders), by the Borrower to any Issuing Bank, and such the applicable Issuing Bank shall give and the Administrative Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) may be by telephone or in writing or by telecopier and, if by telephone, shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery confirmed immediately in writing or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount face amount and currency (which shall be either Dollar or Euros or Pounds Sterling (or another currency consented to by all Revolving Credit Lenders as set forth in clause (ii) above) of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall be a date not later than the fifth Business Day prior to the Termination Date in respect of the Revolving Credit Facility), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Administrative Agent or from Lenders holding at least a majority of the Revolving Credit Commitments, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelecopier or telephone, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankconfirmed promptly in writing, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Credit and such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied3.02, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireIssuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with with, or shall otherwise include representations, warranties, covenants or defaults more restrictive than those set forth in, this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to govern and such provisions in the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower Agreement shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidof no force or effect.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereof. Each such notice by the a Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelecopier, appropriately completed and signed by a Responsible Officer (telephone or designee thereof) of the Borrower and may be sent by United States mailemail, by overnight courier, by electronic transmission using the system provided as specified by such Issuing Bank, by personal delivery or by any other means acceptable Bank to such Issuing Bankbe its preferred method of notification, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Such Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied3.03, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 9.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Lender and each Lender prompt notice thereof by telex, telecopier or cable. Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower (and, if such Letter of Credit is being issued for the account of a Subsidiary, such Subsidiary) and the Issuing Bank in form and substance reasonably satisfactory to the Borrower (and, if such Letter of Credit is being issued for the account of a Subsidiary, such Subsidiary) and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be accompanied by a letter of credit applicationtelex, appropriately completed and signed by a Responsible Officer (telecopier or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankcable, specifying therein therein, in the case of a Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Letter of Credit and (F) such other information as shall be issued required pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “the relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit available to the Borrower (or, if such Letter of Credit is being issued for the account of a Subsidiary, to such Subsidiary) at its office referred to in Section 11.1 or as otherwise agreed with the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment(or, as the case may be, in each case in accordance with if such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendmentis being issued for the account of a Subsidiary, as to such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict Subsidiary) in connection with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiarysuch issuance. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Subject to clause (ii) below, each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereofthereof by telecopier. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery in writing or by any other means acceptable to such Issuing Banktelecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount the amount and currency of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Bank, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower (or the its applicable Subsidiary of Subsidiary) requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower No Issuing Bank shall promptly examine a copy of each be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Execution Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Execution Date and each amendment thereto that is delivered which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it andit; or (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally and to customers of the Issuing Bank generally; provided, that, in the event the Issuing Bank can no longer issue any Letter of any claim of noncompliance with Credit, the Issuing Bank shall endeavor to provide sufficient notice thereof to the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. The Borrower may from time to time request, upon at least three Business Days' notice, the Issuing Bank to issue a Letter of Credit by: (i) Each delivering to the Issuing Bank and the Agent a written request to such effect, specifying the date on which such Letter of Credit is to be issued, the expiration date thereof, and the stated amount thereof, and (ii) delivering to the Issuing Bank an application, in such form as may from time to time be approved by the Issuing Bank (the "Letter of Credit Application"), completed to the satisfaction of the Issuing Bank, together with such other certificates, documents and other papers and information as the Issuing Bank may request. Upon issuing each such Letter of Credit, the Issuing Bank shall promptly notify the Agent (by telephone or otherwise), and furnish the Agent with the proposed form of Letter of Credit to be issued issued. The Agent shall, promptly upon receiving such notice, given not later than 11:00 A.M. notify the Tranche 1 Lenders of such proposed Letter of Credit (New York City time) which notice shall specify the stated amount and term of such proposed Letter of Credit), and shall determine, as of the close of business on the fifth Business Day prior before such proposed issuance, whether such proposed Letter of Credit complies with the limitations set forth in Sections 2.17(a) and 2.17(b) hereof. Unless such limitations are not satisfied, or unless the Required Lenders have given notice to the date Agent to cease issuing Letters of Credit pursuant to Section 2.18(c)(ii) hereof, the proposed Issuance Agent shall notify the Issuing Bank (in writing or by telephone promptly confirmed in writing) that the Issuing Bank is authorized to issue such Letter of Credit. If the Issuing Bank issues a Letter of Credit, it shall deliver the original of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance thereof or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall otherwise direct, and shall promptly notify the Agent thereof and furnish a copy thereof to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAgent. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent prompt notice thereofthereof by telex, telecopier or e-mail or by means of the Platform. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter facsimile, confirmed in writing via overnight courier for delivery on the immediately succeeding Business Day, in each case in the form of credit application, appropriately completed Exhibit C attached hereto and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything The Existing Letters of Credit shall upon the Closing Date be deemed to the contrary in this Agreement, the Issuing Banks may send be a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryunder this Agreement. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i1) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereofthereof by facsimile. Each such notice by the Borrower of an Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit applicationtelephone, appropriately completed and signed by a Responsible Officer (confirmed immediately in writing, or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bankfacsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the earlier of (x) 10 Business Days prior to the Termination Date and (y) one year after the issuance thereof), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such form of an customary application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 8.02 or the applicable Subsidiary of as otherwise agreed with the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything If the Borrower so requests with respect to the contrary any Letter of Credit, an Issuing Bank may, in this Agreementits sole and absolute discretion, the Issuing Banks may send agree to issue a Letter of Credit or conduct that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each such Auto-Extension Letter of Credit and must permit the Issuing Bank to prevent any such extension at least once in each amendment thereto that is delivered to it and, in the event of any claim of noncompliance twelve-month period (commencing with the Borrower’s instructions or other irregularitydate of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonextension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an Issuing Bank, the Borrower will immediately notify shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Issuing Bank. The Borrower Lenders shall be conclusively deemed to have waived authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than 10 Business Days prior to the Termination Date; provided, however, that an Issuing Bank shall not permit any such claim against extension if such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof by reason of (A) the provisions of Section 2.01(b) or (B) the failure of one or more of the applicable Issuing Bank and its correspondents unless such notice is given as aforesaidconditions specified in Section 3.02 to be then satisfied.