Common use of Request for Issuance Clause in Contracts

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. (i) Each Letter of Credit shall be issued Issued upon notice, given not later than 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by Issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 4.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.2 or as otherwise agreed with the Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon noon (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) name of the Issuing Bank, (ii) date of such issuance (which shall be a Business Day), (iiiii) Available Amount of such Letter of Credit, (iiiiv) expiration date of such Letter of Credit, (ivv) name and address of the beneficiary of such Letter of Credit and (vvi) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”); provided that such Letter of Credit Agreement shall be subject to the provisions of Section 2.08. If (yA) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (zB) it such Issuing Bank has not received notice of a good faith objection to such issuance from the Required Revolving Credit Lenders, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-e mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 4.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.2 or as otherwise agreed with the Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon noon (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Paying Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (iA) name of the Issuing Bank, (B) date of such issuance (which shall be a Business Day), (iiC) Available Amount of such Letter of Credit, (iiiD) expiration date of such Letter of Credit, (ivE) name and address of the beneficiary of such Letter of Credit and (vF) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”); provided that such Letter of Credit Agreement shall be subject to the provisions of Section 2.08. If (yx) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (zy) it has not received notice of a good faith objection to such issuance from the Required Lenders, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail e‑mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 9.02 10.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon (New York City time) on the fifth second Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, Credit and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 3.03, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 8.02 or as otherwise agreed with the Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Working Capital Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (yx) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from the Required LendersAgents, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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, by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telextelecopier, telecopier or e-mail or by means and the Agent shall, within one Business Day of receipt of such notice, confirm the availability of the Approved Electronic PlatformLetter of Credit Commitment to such Issuing Bank. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelecopier, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably 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 reasonably acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required LendersBank, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City Charlotte, North Carolina time) on the fifth tenth Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or such later day as the Issuing Bank shall agree), by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing, or by telephone, confirmed immediately promptly in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of CreditCredit (which amount shall not be less than $1,000,000 unless otherwise agreed by the Issuing Bank and to the Administrative Agent), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yA) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zB) it has not received notice of objection to such issuance from the Required Lenders, such the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its the Issuing Bank’s 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of CreditCredit (which shall not be later one year after the issuance thereof), (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as 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 (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, 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 the 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City Charlotte, North Carolina time) on the fifth Business Day tenth day prior to the date of the proposed issuance of such Letter of CreditCredit (or such later day as the Issuing Bank shall agree), by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Working Capital Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately promptly in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoby telex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from discretion, the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its the Issuing Bank's office referred to in Section 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the U.S. Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of CreditCredit and the Applicable Letter of Credit Currency in which the requested Letters of Credit is to be issued, (iiiC) expiration date of such Letter of Credit and whether such Letter of Credit is a Trade Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the U.S. Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (yx) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and discretion, (zy) it such Issuing Bank has not received notice of objection asserting that the conditions contained in Section 3.02 have not been satisfied to such issuance from Lenders holding at least a majority of the Required LendersRevolving Credit Commitments and (z) the issuance of the requested Letter of Credit is within the limits of Section 2.01(f), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the U.S. Borrower at its office referred to in Section 9.02 8.02 or as otherwise agreed with the U.S. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately promptly in writing, telex, or by telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from discretion, the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion including, without limitation, the expiration and (z) it has not received notice of objection to such issuance from the Required Lendersrenewal provisions thereof, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telex or telecopier or e-mail or by means of the Approved Electronic Platformother writing. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be in writing or by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (yx) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least a majority of the Required LendersRevolving Credit Commitments, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon (New York City Boston, Massachusetts time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier writing or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). All "Letters of Credit" under the Existing Credit Agreement shall be deemed to be Letters of Credit for all purposes under the Loan Documents. If (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least a majority of the Required LendersRevolving Credit Commitments, such the Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Paying Agent and each Revolving Credit Lender prompt notice thereof by telex, telex or telecopier or e-mail or by means of the Approved Electronic Platformother writing. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing or by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (yx) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least a majority of the Required LendersRevolving Credit Commitments, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, or such shorter period as may be agreed upon by the Issuing Bank, by the U.S. Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each U.S. Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available LC Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the U.S. Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from the Required LendersAdministrative Agent, such the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the U.S. Borrower at its office referred to in Section 9.02 or as otherwise agreed with the U.S. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it the Issuing Bank has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the relevant Issuing Bank or by such later time or date as may be agreed by the Borrower and such Issuing Bank. Such Issuing Bank shall give prompt notice thereof to the Agent, which shall in turn give to the Administrative Agent and each Lender prompt notice thereof to the Lenders, by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice by the Borrower of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoby telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit credit, if any, as the Borrower and such Issuing Bank may specify to the Borrower agree for use in connection with such requested Letter of Credit (in each case, a “"Letter of Credit Agreement”"). If (y) the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice otherwise complies or is consistent with the requirements of objection to such issuance from the Required Lendersthis Section, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Except in the case of a Letter of Credit issuance for which the conditions precedent set forth in Section 3.02(b) must be satisfied, each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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 (3) 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 of such Letter of Credit, by the Borrower to any Issuing BankBank and the Administrative Agent, which the Administrative Agent shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice of 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 by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yI) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and reasonable discretion, and (zII) it such Issuing Bank has received notice from the Administrative Agent that the Issuing Bank may issue such Letter of Credit (which notice shall be sent by the Administrative Agent to the Issuing Bank if the applicable 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 Required Lenders), then such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, will make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with directed by 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon (New York City time) 11:00 A.M. on the fifth tenth Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or such later day as the Issuing Bank shall agree), by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing, or by telephone, confirmed immediately promptly in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of CreditCredit (which amount shall not be less than $1,000,000 unless otherwise agreed by the Issuing Bank and to the Administrative Agent), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yA) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zB) it has not received notice of objection to such issuance from the Required Lenders, such the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its the Issuing Bank’s office referred to in Section 9.02 9.01 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 11:00 A.M. (New York City time) on the fifth tenth Business Day prior to the date of the proposed issuance Issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by a Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) 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), (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the applicable Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, if in its reasonable discretion it elects to do so, and unless any Lender gives prior notice to such Issuing Bank or the Agent that 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 Article IIISection 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 the such Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. (i) Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or such shorter period of time as may be acceptable to the applicable Issuing Bank), by the Borrower Company to any an Issuing BankBank and to the Administrative Agent, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier telecopier/fax or e-mail or by means of the Approved Electronic Platformelectronic mail. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelecopier/fax or electronic mail, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, including Currency thereof, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit (each such application and agreement being herein called a “Letter of Credit Agreement”) as such the relevant Issuing Bank may specify to the Borrower Company for use in connection with such requested Letter of Credit Credit. (a “Letter of Credit Agreement”). ii) If (y) 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 sole discretion and (z) it has not received notice being required to issue such Letter of objection to such issuance from the Required LendersCredit, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIIIV, make such Letter of Credit available to the Borrower Company at its office referred to in Section 9.02 or as otherwise agreed with the Borrower Company in connection with such issuance. 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 relevant Issuing Bank a risk participation in such Letter of Credit in an amount equal to its 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. All Existing . (iii) Each Issuing Bank at its option may issue any Letter of Credit by causing any domestic or foreign branch or Affiliate of such Issuing Bank to issue such Letter of Credit (and in the case of an Affiliate, the provisions of Sections 2.12, 3.09 and 9.04(c) shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Company or any of its Subsidiaries or any other Person with respect to such Letter of Credit in accordance with the terms of this Agreement. (iv) Each Issuing Bank shall furnish (A) to the Administrative Agent by the fifth Business Day of each month a written report summarizing the issuance and expiration dates of Letters of Credit shall be deemed issued during the preceding month and drawings during such month under all Letters of Credit and, with respect to have been Letters of Credit issued pursuant in an Alternate Currency, any revaluations thereof, (B) to the Administrative Agent on the fifth Business Day of each fiscal quarter a written report setting forth the average daily aggregate Available Amount during the preceding fiscal quarter of all Letters of Credit, including the Currency of each thereof, (C) unless otherwise agreed by the Administrative Agent, in addition to its notification obligations set forth elsewhere in this Section 2.03(a)Section, to the Administrative Agent such other written reports as the Administrative Agent requests from time to time and (D) copies of any of the foregoing to the Company upon request.

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 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 issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Working Capital Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from discretion, the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Revolving Credit Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Revolving Credit 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 the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Revolving Credit Borrower at its office referred to in Section 9.02 or as otherwise agreed with the Revolving Credit 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each (i) Subject to clause (ii) below, each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing or by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount the amount and currency of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as 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 (y) the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required LendersBank, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make deliver such Letter of Credit available to the Borrower at its office referred to in Section 9.02 or beneficiary named therein 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. All Existing Letters . (ii) 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 be deemed by its terms purport to have been issued pursuant enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to this Section 2.03(a)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; 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 Credit, the Issuing Bank shall endeavor to provide sufficient notice thereof to the Borrower.

Request for Issuance. Each The Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower Borrowers to any the Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such The notice of issuance of a the Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mailtelecopier, in each case in substantially in the form of Exhibit C A hereto, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such the Letter of Credit, (iiiC) expiration date of such the Letter of Credit, (ivD) name and address of the beneficiary of such the Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower Borrowers for use in connection with such the requested Letter of Credit (a the “Letter of Credit Agreement”). If (y) The Notice of Issuance shall be irrevocable and binding on the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Borrowers. The Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, III make such Letter of Credit available to the Borrower Borrowers at its office referred to in Section 9.02 or as otherwise agreed with the Borrower Borrowers in connection with such issuance. In the event and to the extent that the provisions of any the Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. All Existing Letters Upon the issuance of Credit the Letter of Credit, each Lender shall be deemed to have been issued pursuant acquired a risk participation in such Letter of Credit to this Section 2.03(a)the extent of its Pro Rata Share of the Available Amount of the Letter of Credit.

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier email or e-mail or by means of the Approved Electronic Platformfacsimile. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoemail or facsimile, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of CreditCredit (which shall not be later one year after the issuance thereof), (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as 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 (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, 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 the 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. (i) Each Letter of Credit shall be issued Issued upon notice, given not later than 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier, other electronic transmission or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by Issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 4.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.2 or as otherwise agreed with the Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth tenth Business Day (or such shorter period as agreed by the Issuing Bank) prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from the Required Lenders, such the Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the applicable Borrower to any Issuing Bank, which the Administrative Agent. The Administrative Agent shall give to the Administrative Agent applicable Issuing Bank and each Lender prompt notice thereof by telex, telecopier facsimile or e-mail e‑mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing by telephone, confirmed immediately in writing, telex, telecopier facsimile or e-maile‑mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be Digital Realty – Yen Credit Agreement 34 a Business Day), (ii) [reserved], (iii) Available Amount of such Letter of Credit, (iiiiv) expiration date of such Letter of Credit, (ivv) the proposed Borrower, (vi) name and address of the beneficiary of such Letter of Credit and (vvii) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the applicable Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). Any application for a Letter of Credit may be made by any Borrower. If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with the applicable 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by a Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) desired currency for such Letter of Credit, which shall be Dollars or a Committed Currency, (D) expiration date of such Letter of Credit, (ivE) name and address of the beneficiary of such Letter of Credit and (vF) form of such Letter of Credit, and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the applicable Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 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 the such Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any an Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication pursuant to Section 9.02. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be irrevocable and binding on the Borrower and shall be by telephone, telephone (confirmed immediately in writing, telex), telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication pursuant to Section 9.02, specifying therein the requested (ia) date of such issuance (which shall be a Business Day), (iib) Available Amount of such Letter of Credit, (iiic) expiration date of such Letter of Credit, (ivd) name and address of the beneficiary of such Letter of Credit and (ve) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (yx) the requested form form, amount and terms and conditions of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, (y) the Borrower has completed in a manner acceptable to such Issuing Bank in its sole discretion any customary application procedures required by such Issuing Bank in connection with the issuance of a Letter of Credit including, without limitation, the delivery of a certificate of the Borrower certifying as to its compliance with the provisions set forth in Article III of this Agreement, and (z) it has not received notice of objection to such issuance from the Required LendersLenders holding at least 50% of the Revolving Credit Commitments (or the Administrative Agent acting at their direction and on their behalf), such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent Lender and each Lender prompt notice thereof by telex, telecopier or e-mail or by means cable. Each Letter of Credit shall be issued upon notice given in accordance with the Approved Electronic Platformterms 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 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 control. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretocable, specifying therein therein, the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount maximum amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and Credit, (vE) form of such Letter of Credit, Credit and (F) such other information as shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify required pursuant to the Borrower for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If (y) the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from reasonable discretion, the Required Lenders, such Issuing Bank willshall, subject to this Section 2.16(b), upon fulfillment of the applicable conditions set forth in Article III3 hereof, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.1 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City Charlotte, North Carolina time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing, or by telephone, confirmed immediately in writing, telex, or by telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of CreditCredit (which amount shall not be less than $250,000 unless otherwise agreed by the Issuing Bank and to the Administrative Agent), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yA) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zB) it has not received notice of objection to such issuance from the Required Lenders, such the Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each 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 shall by: (i) 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 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 is from time to time be required by the Issuing Bank in accordance with its customary practice with respect to its customers generally (a "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 12:00 Noon the Issuing Bank shall promptly notify the Agent (New York City time) by telephone or otherwise), and furnish the Agent with the proposed form of Letter of Credit to be issued. The 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 Agent to cease issuing Letters of Credit pursuant to Section 2.03(c)(ii) hereof, the proposed issuance of 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, by . If the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of Bank issues a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of it shall deliver the beneficiary original of such Letter of Credit and (v) form of such Letter of Creditto the beneficiary thereof or as the Account Party shall otherwise direct, and shall be accompanied by such application promptly notify the Agent thereof and agreement for letter of credit as such Issuing Bank may specify furnish a copy thereof 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a)Agent.

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth seventh Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from discretion, the Required Lenders, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (yx) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least 50% of the Required LendersRevolving Credit Commitments, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City Charlotte, North Carolina time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or such later day as the Issuing Bank in its sole discretion shall agree), by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Lender of the Revolving Credit Lenders prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately promptly (and, in any event, on the same Business Day) in writing, telexor by telex or telecopier, telecopier or e-mailshall be duly executed by a Responsible Officer of the Borrower, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested and shall specify therein: (i) the requested date of such issuance (which shall be a Business Day), ; (ii) the requested Available Amount of such Letter of Credit, ; (iii) the requested expiration date of such Letter of Credit, Credit (which 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 (v) the proposed form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from reasonable discretion, the Required Lenders, such Issuing Bank will, 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 9.02 8.02 or as otherwise agreed with the Borrower in connection with such issuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by a Borrower of issuance Issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the applicable Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 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 the such Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any the Issuing BankBank that shall issue such Letter of Credit, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing or electronic mail or by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of CreditCredit (which amount shall not be less than $1,000,000), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such Issuing Bank’s customary application and agreement for letter of credit as such the applicable 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 the applicable Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersreasonable discretion, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail e‑mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, Annex A - 40 telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 9.02 10.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Tranche A Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately promptly in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is reasonably acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from Bank, the Required Lenders, such Issuing Bank will, 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 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 38 44 Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower Company to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Company of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately promptly in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoby telecopier, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days before the Termination Date), (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower Company shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, make such Letter of Credit available to the Borrower Company at its office referred to in Section 9.02 or as otherwise agreed with the Borrower Company in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any the Issuing BankBank that shall issue such Letter of Credit, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing or by telephonetelephone or electronic mail, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of CreditCredit (which amount shall not be less than $1,000,000), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the applicable Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (yi) the requested form of such Letter of Credit is acceptable to such the applicable Issuing Bank in its sole discretion and (zii) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day (or such fewer days as the Issuing Bank and the Borrower shall agree) prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telextelecopier, telecopier or e-mail, in each case in substantially in the other form of Exhibit C heretoelectronic communication, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least 51% of the Required LendersRevolving Credit Commitments, such the Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of CreditCredit (which amount shall not be less than $50,000 or shall be otherwise acceptable to the Issuing Bank), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (yA) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zB) it has not received notice of objection to such issuance from the Required Lenders, such the Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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 CreditCredit (or such later Business Day as the Issuing Bank may agree), by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Working Capital Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, or such shorter period as may be agreed upon by the Issuing Bank, by the U.S. Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available LC Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the U.S. Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from the Required LendersAdministrative Agent, such the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the U.S. Borrower at its office referred to in Section 9.02 or as otherwise agreed with the U.S. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be ----------------- -------------------- issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelex or telecopier, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, ------------------ specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yx) the requested form of -------------------------- such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least 60% of the Required LendersWorking Capital Commitments, such the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower on the date of issuance specified in the Notice of Issuance at its office referred to in Section 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of CreditCredit (which amount shall not be less than $50,000 or shall be otherwise acceptable to the Issuing Bank), (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit, (v) currency and face amount of such Letter of Credit and (vvi) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (yA) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zB) it has not received notice of objection to such issuance from the Required Lenders, such the Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 p.m. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall may be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank Bank, in its sole discretion and (z) it has not received notice of objection to such issuance from reasonable discretion, the Required Lenders, such Issuing Bank will, 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 9.02 or as otherwise agreed with directed by the Borrower in connection with such issuance. In the event and to the extent that the provisions of any such Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each (a) Subject to the terms and conditions set forth herein, during the Availability Period, the Company or the Merger Sub may request the issuance of, and the Issuer shall issue to the Merger Sub, an irrevocable standby letter of credit for the Company’s account in the form attached as Annex I to the Request (the “Letter of Credit”). The Company authorizes the Issuer to accept a Request for the issuance of the Letter of Credit during the Availability Period signed solely by the Merger Sub. (b) To request the issuance of the Letter of Credit, the Company or the Merger Sub, as the case may be, shall deliver by hand or facsimile to the Issuer (no less than three (3) Business Days prior to the requested date of issuance) a Request requesting the issuance of the Letter of Credit and containing only the information required by the Request attached hereto as Exhibit A, it being understood and agreed that no other information shall be necessary or required for Issuer to prepare or issue the Letter of Credit. The Letter of Credit shall be issued upon notice, given not later than 12:00 Noon (governed by the laws of the State of New York City time) and the International Standby Practices 1998, International Chamber of Commerce Publication No. 590, and shall provide for a single draw on the fifth Business Day prior to the Draw Date. (c) The Letter of Credit shall have a stated expiry date as provided in paragraph 7 of the proposed issuance of such Letter of Credit, by . (d) The Commitment shall terminate on the Borrower earliest to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested occur of: (i) date the issuance of such issuance (which shall be a Business Day), (ii) Available Amount of such the Letter of Credit, (ii) 5:00 p.m., New York City time, on December 6, 2013, (iii) expiration date the Issuer’s receipt of such Letter of Credit, written notice from the Company terminating the Commitment hereunder and (iv) name and address the first Business Day following the consummation of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)Acquisition. If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, upon fulfillment Any termination 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a)Commitment is permanent.

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank Bank, in its sole discretion and (z) it has not received notice of objection to such issuance from discretion, the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III3, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.2 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any such Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which . Each Letter of Credit shall give 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 Administrative Agent Borrower and each Lender prompt notice thereof by telexthe 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"), telecopier or e-mail or by means of the Approved Electronic PlatformPROVIDED that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall control. Each such notice of issuance of a Letter of Credit by the Borrower (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mailcable, specifying therein, in each the case in substantially in the form of Exhibit C heretoa Letter of Credit, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount maximum amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit Credit, and (vE) form of such Letter of Credit, Credit and specifying such other information as shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify required pursuant to the Borrower for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If (y) the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from reasonable discretion, the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIIARTICLE 3 hereof, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 SECTION 11.1 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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 CreditCredit (or such later date and time as the Administrative Agent and the relevant Issuing Bank may agree in their sole discretion), by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately promptly in writing, telex, or by telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be ----------------- -------------------- issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City time) on the fifth Business Day in the case of Standby Letters of Credit and two Business Days' notice in the case of Trade Letters of Credit prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") ------------------ shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and Credit, (vE) form of such Letter of Credit and (F) whether such Letter of Credit is to be a Standby Letter of Credit or a Trade Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (y) the requested -------------------------- form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from discretion, the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonefacsimile, confirmed in writing via overnight courier for delivery on the immediately in writing, telex, telecopier or e-mailsucceeding Business Day, in each case in substantially in the form of Exhibit C hereto, attached hereto and specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, 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 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. All The Existing Letters of Credit shall upon the Closing Date be deemed to have been issued pursuant to be a Letter of Credit under this Section 2.03(a)Agreement.

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is reasonably acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from Bank, the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III3, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.2 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any such Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Domestic Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Domestic Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from discretion, the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Domestic Borrower at its office referred to in Section 9.02 8.02 or as otherwise agreed with the Domestic 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 11:00 A.M. (New York City time) on the fifth tenth Business Day prior to the date of the proposed issuance Issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by a Borrower of issuance Issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) 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), (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the applicable Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, if in its reasonable discretion it elects to do so, and unless any Lender gives prior notice to such Issuing Bank or the Agent that 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 Article IIISection 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 the such Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the applicable Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformapplicable Issuing Bank. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by with such application and agreement for letter of credit variations as such Issuing Bank reasonably may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with the 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day (or such fewer days as the Issuing Bank and the Borrower shall agree) prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least 51% of the Required LendersRevolving Credit Commitments, such the Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the U.S. Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF 52 47 ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit and whether such Letter of Credit is a Trade Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the U.S. Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it the Issuing Bank has not received notice of objection asserting that the conditions contained in Section 3.02 have not been satisfied to such issuance from Lenders holding at least a majority of the Required LendersRevolving Credit Commitments and (z) issuance of the requested Letter of Credit is within the limits of Section 2.01(f), such the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the U.S. Borrower at its office referred to in Section 9.02 8.02 or as otherwise agreed with the U.S. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which . Each Letter of Credit shall give 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 Administrative Agent Borrower and each Lender prompt notice thereof by telexthe 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"), telecopier or e-mail or by means of the Approved Electronic Platformprovided -------- that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall control. Each such notice of issuance of a Letter of Credit from the Borrower (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mailcable, specifying therein, in each the case in substantially in the form of Exhibit C heretoa Letter of Credit, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount maximum amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and Credit, (vE) form of such Letter of Credit, Credit and (F) such other information as shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify required pursuant to the Borrower for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If (y) the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from reasonable discretion, the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III3 hereof, make such Letter --------- of Credit available to the Borrower at its office referred to in Section 9.02 ------- 11.1 hereof 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 12:30 p.m. (New York City Charlotte, North Carolina time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the a Borrower to any the relevant Issuing Bank, which shall give to the relevant Administrative Agent and each relevant Revolving Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of CreditCredit (which amount shall not be less than $100,000), (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the relevant Issuing Bank may specify to the such Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (yx) the requested form of such Letter of Credit is acceptable to such the relevant Issuing Bank in its sole discretion and (zy) it such Issuing Bank has not received notice of objection to such issuance from the Required Majority Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III3, make such Letter of Credit available to the relevant Borrower at its office referred to in Section 9.02 12.1 or as otherwise agreed with the 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued Issued upon notice, given not later than 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and such Letter of Credit shall be accompanied by Issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 4.2, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.2 or as otherwise agreed with the Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformcable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of CreditCredit (which shall not be later one year after the issuance thereof), (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, 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 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon (New York City time) 1:00 p.m. on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bankthe L/C Issuer, which shall give to the Administrative Agent and (who in turn shall give to each Lender Revolving Credit Lender) prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall may be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested a Letter of Credit (a “Letter of Credit Agreement”)Application. If (y1) the requested form of such Letter of Credit is acceptable to such Issuing Bank the L/C Issuer in its sole discretion and (z2) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank the L/C Issuer will, upon fulfillment of the applicable conditions set forth in Article IIIIV, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 Schedule 10.02 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 Application shall conflict with this Agreement, the provisions of this Agreement shall govern. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each 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 shall by: (i) 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 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 is 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 12:00 Noon the Issuing Bank shall promptly notify the Agent (New York City time) by telephone or otherwise), and furnish the Agent with the proposed form of Letter of Credit to be issued. The 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 Agent to cease issuing Letters of Credit pursuant to Section 2.03(c)(ii) hereof, the proposed issuance of 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, by . If the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of Bank issues a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of it shall deliver the beneficiary original of such Letter of Credit and (v) form of such Letter of Creditto the beneficiary thereof or as the Account Party shall otherwise direct, and shall be accompanied by such application promptly notify the Agent thereof and agreement for letter of credit as such Issuing Bank may specify furnish a copy thereof 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a)Agent.

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 p.m. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall may be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) 32 39 expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank Bank, in its sole discretion and (z) it has not received notice of objection to such issuance from reasonable discretion, the Required Lenders, such Issuing Bank will, 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 9.02 or as otherwise agreed with directed by the Borrower in connection with such issuance. In the event and to the extent that the provisions of any such Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any an Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication pursuant to Section 9.02. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be irrevocable and binding on the Borrower and shall be by telephone, telephone (confirmed immediately in writing, telex), telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication pursuant to Section 9.02, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (yx) the requested form form, amount and terms and conditions of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, (y) the Borrower has completed in a manner acceptable to such Issuing Bank in its sole discretion any customary application procedures required by such Issuing Bank in connection with the issuance of a Letter of Credit including, without limitation, the delivery of a certificate of the Borrower certifying as to its compliance with the provisions set forth in Article III of this Agreement, and (z) it has not received notice of objection to such issuance from the Required LendersLenders holding at least 50% of the Revolving Credit Commitments (or the Administrative Agent acting at their direction and on their behalf), such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued An Applicant may from time to time request, upon notice, at least three (3) Business Days’ notice (given not later than 12:00 Noon (11:00 a.m. New York City time) on ), that the fifth Business Day prior Bank issue an LOC by delivering to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested Bank (i) an LOC Request specifying the date of on which such issuance LOC is to be issued (which shall be a Business Day), a summary of the arrangement to which such LOC pertains (ii) including the purpose and nature of the LOC), the expiration date thereof, the currency thereof (whether dollars or an Alternate Currency), the Available Amount of such Letter of Creditthereof, (iii) expiration date of such Letter of Credit, (iv) the name and address of the beneficiary Beneficiary thereof, any required text to be contained in the LOC (together with full text of any certificate to be presented by the Beneficiary in case of any drawing thereunder), the delivery instructions, and such other matters as the Bank may reasonably require (including, if such LOC is to be issued on the Bank’s HSBCnet platform and as applicable, a completed and signed E-Channels Master Agreement and HSBCnet Services Amendment Form); and (ii) such other documents and agreements as may be required pursuant to the Bank’s customary practices for the issuance of letters of credit (and in the event of a conflict between the terms of this Agreement and the terms of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 9.02 other documents 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 Agreementagreements, the provisions terms of this Agreement shall govern). All Existing Letters The applicable Applicant agrees to promptly deliver to the Parent Guarantor a copy of Credit shall be deemed to have been issued each request made by it pursuant to this the foregoing sentence. If the requirements set forth in the first sentence of Section 2.03(a)2.01 and in Article III are satisfied, the Bank shall issue the applicable LOC on the date requested in such LOC Request. Upon the issuance of an LOC, the Bank shall (A) deliver the original of such LOC to the Beneficiary thereof or as the applicable Applicant shall otherwise direct and (B) promptly notify the Bank thereof and furnish a copy thereof to the applicable Applicant and the Parent Guarantor.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or such shorter period as may be agreed to by the applicable Issuing Bank), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformcable. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mailcable, confirmed promptly in each case in substantially in the form of Exhibit C heretowriting, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon noon (New York City time) on the fifth Business Day prior to the date of the proposed issuance Issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which shall give to Bank and the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic PlatformAgent. Each such notice by Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately promptly in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, Credit and such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to the and Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 8.02 or as otherwise agreed with the Borrower in connection with such issuanceIssuance. 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. All Existing Letters govern and such provisions in the Letter of Credit Agreement shall be deemed to have been issued pursuant to this Section 2.03(a)of no force or effect.

Request for Issuance. (i) Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or such shorter period of time as may be acceptable to the applicable Issuing Bank), by the Borrower Company to any an Issuing Bank, and to the Administrative Agent, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformcable. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelex, telecopier or cable, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, including Currency thereof, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit (each such application and agreement, MARRIOTT CREDIT 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 such the relevant Issuing Bank may specify to the Borrower Company for use in connection with such requested Letter of Credit Credit. (a “Letter of Credit Agreement”). ii) If (y) 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 sole discretion and (z) it has not received notice being required to issue such Letter of objection to such issuance from the Required LendersCredit, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIIIV, make such Letter of Credit available to the Borrower Company at its office referred to in Section 9.02 or as otherwise agreed with the Borrower 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. All Existing . (iii) Each Issuing Bank shall furnish (A) to the Administrative Agent on the first Business Day of each week a written report summarizing the issuance and expiration dates of Letters of Credit shall be deemed issued during the previous week and drawings during such week under all Letters of Credit, (B) to have been each Lender and the Company on the first Business Day of each month a written report summarizing the issuance and expiration dates of Letters of Credit issued pursuant during the preceding month and drawings during such month under all Letters of Credit and (C) to this Section 2.03(a)the Administrative Agent, the Company and each Lender on the first Business Day of each fiscal quarter a written report setting forth the average daily aggregate Available Amount during the preceding fiscal quarter of all Letters of Credit, including the Currency of each thereof.

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 12:30 p.m. (New York City Charlotte, North Carolina time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformelectronic communication. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoelectronic communication, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of CreditCredit (which amount shall not be less than $250,000), (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it the Issuing Bank has not received notice of objection to such issuance from the Required Majority Lenders, such the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III3, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.1 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower or any Designated Account Party to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 (yx) the requested form of such Letter of Credit and the identity and location of the proposed beneficiary thereof is acceptable to the Issuing Bank consistent with such Issuing Bank in its sole discretion Bank’s established policies generally applicable to the issuance of letters of credit and any applicable law and (zy) it has not received notice of objection to such issuance from the Required Lenders, Lenders such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).such

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, telex, telecopier telex or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such the Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from discretion, the Required Lenders, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformcable. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of CreditCredit (which shall not be later than one year after the issuance thereof), (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter letters of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (yx) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (zy) it has not received notice of objection to of such issuance from the Required Lenders, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of issuance of a Letter of AMERICAS/2023134647.11 42 Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, 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 9.02 10.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 p.m. (New York City Dallas, Texas time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which . Each Letter of Credit shall give 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 Administrative Agent Borrower and each Lender prompt notice thereof by telexthe Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement (a "Letter of Credit Agreement"), telecopier provided that if any terms and conditions of such Letter of Credit Agreement are inconsistent with or e-mail or by means of the Approved Electronic Platformmore restrictive than this Agreement, this Agreement shall control. Each such notice of issuance of a Letter of Credit by the Borrower (a “"Notice of Issuance”") shall be by telephonetelephone or telecopier, confirmed immediately in writing, telex, telecopier or e-mailspecifying therein, in each the case in substantially in the form of Exhibit C heretoa Letter of Credit, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount maximum amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit Credit, and (v) form of such Letter of Credit, Credit and specifying such other information as shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify required pursuant to the Borrower for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If (y) the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from reasonable discretion, the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III3 hereof, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 11.1 hereof 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 1:00 P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the applicable Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as 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 sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with the 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each (i) Subject to clause (ii) below, each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 1:00 P.M. (New York City timeLocal Time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Designated Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount the amount and currency of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as 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 (y) the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required LendersBank, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower (or its applicable Subsidiary) requesting such issuance at its office referred to in Section 9.02 8.02 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. All Existing Letters . (ii) 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 be deemed by its terms purport to have been issued pursuant enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to this Section 2.03(a)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; 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 Credit, the Issuing Bank shall endeavor to provide sufficient notice thereof to the Borrower.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender Agent, prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelecopier, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount and currency (which shall be a Committed Currency) of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may reasonably specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (y) the requested form (but not the terms) of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersdiscretion, such Issuing Bank will, unless such Issuing Bank has received written notice from any Lender, the Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article III shall not be satisfied, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Borrower of issuance Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelecopier, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of CreditCredit (which shall be in accordance with Section 2.01(c)), (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and . Such Letter of Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article IIISection 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 issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. (A) Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelephone or telecopier, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (iI) date of such issuance (which shall be a Business Day), (iiII) Available Amount of such Letter of Credit, (iiiIII) expiration date of such Letter of Credit, (ivIV) name and address of the beneficiary of such Letter of Credit and (vV) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit (if any) as such Issuing Bank may reasonably 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 the applicable Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lendersreasonable discretion, such Issuing Bank will, 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 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon 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, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telex or telecopier or e-mail or by means of the Approved Electronic Platformother writing. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing or by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (yx) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least a majority of the Required LendersRevolving Credit Commitments, such Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed Back to have been issued pursuant to this Section 2.03(a).Contents

Request for Issuance. Each Letter of Credit shall be ----------------- -------------------- issued upon notice, given not later than 12:00 Noon 10:00 A.M. (New York City Charlotte, North Carolina time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telex, telecopier telex or e-mail or by means of the Approved Electronic Platformtelecopier. Each such notice of issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, telex, telecopier ------------------- or e-mail, in each case in substantially in the form of Exhibit C heretotelex or telecopier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter letters of credit as 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 (yx) the -------------------------- requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding more than 50% of the Required LendersRevolving Credit Commitments, such the Issuing Bank will, 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 9.02 8.02 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

Request for Issuance. Each Letter of Credit shall be issued upon noticerequest, given not later than 12:00 Noon 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 CreditCredit (or such shorter notice as agreed between the Borrower and any Issuing Lender), by the Borrower to any Issuing Bankthe Agent, which shall give to the Administrative Agent and each Issuing Lender prompt notice thereof by tested telex, telecopier or e-mail or by means of the Approved Electronic Platformcable. Each such notice of request for issuance of a Letter of Credit (a “Notice "Letter of Issuance”Credit Request") shall be by telephone, confirmed immediately in writing, telex, or telecopier or e-mail, in each case in tested telex substantially in the form of Exhibit C B-3 hereto, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) currency and Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of CreditCredit (which shall not be more than one year from the date of issuance), (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as 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 reasonably acceptable to such the Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from Lender, the Required Lenders, such Issuing Bank Lender will, 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 9.02 8.02 or as otherwise agreed with the Borrower in connection with such issuance. In Within a reasonable time after the event and to the extent that the provisions issuance of any each Letter of Credit Agreement shall conflict with this Agreementhereunder, the provisions Agent shall provide notice thereof and a copy of this Agreement shall govern. All Existing Letters such Letter of Credit shall be deemed to have been issued pursuant to this Section 2.03(a)each Lender.

Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 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, submission by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platform. Each such notice of a request for an issuance of a Letter of Credit (a “Notice Letter of IssuanceCredit Request”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoB-2 hereto given to the Issuing Bank (with a copy to the Administrative Agent), of which the Issuing Bank shall provide a copy to each Revolving Credit Lender, not later than 1:00 P.M. (New York City time) on the third Business Day (or such shorter period agreed to by the Issuing Bank) prior to the proposed date of issuance of such Letter of Credit. Each Letter of Credit Request shall be by telecopier, confirmed immediately in writing by overnight courier, specifying therein the requested (iA) date of such issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, (ivD) name and address of the beneficiary of such Letter of Credit and (vE) form of such Letter of Credit. If so required by the Issuing Bank, and each Letter of Credit Request shall be accompanied by such the Issuing Bank’s standard form of application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter Letters of Credit (a “Letter of Credit Agreement”). If (yx) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its sole discretion and (zy) it has not received notice of objection to such issuance from Lenders holding at least 51% of the Required LendersRevolving Credit Commitments, such the Issuing Bank will, upon the fulfillment of the applicable conditions set forth in Article III, make issue such Letter of Credit. All Letters of Credit available to the Borrower at its office referred to shall be denominated in Section 9.02 or as otherwise agreed with the Borrower in connection with such issuanceU.S. dollars and shall be issued on a sight basis only. 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 will govern. All Existing Letters of Credit shall be deemed to have been 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 12:00 Noon 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 CreditCredit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, which and such Issuing Bank shall give to the Administrative Paying Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Approved Electronic Platformthereof. Each such notice by the Borrower of issuance Issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telecopier or telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case in substantially in the form of Exhibit C heretoA-3, specifying therein the requested (iA) date of such issuance Issuance (which shall be a Business Day), (iiB) Available Amount of such Letter of Credit, (iiiC) expiration date of such Letter of Credit, Credit and (ivD) name and address of the beneficiary of such Letter of Credit and (v) form of Credit, such Letter of Credit, and Credit shall be accompanied by issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to and the Borrower shall agree 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 sole reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and (z) it has shall not received notice of objection to such issuance from the Required Lendersinclude discretionary conditions), such Issuing Bank willmay, upon fulfillment of the applicable conditions set forth in Article IIISection 3.03, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 8.02 or as otherwise agreed with the Borrower in connection with such issuanceIssuance. 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. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).