Common use of Issuance Procedure Clause in Contracts

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such Issuing Bank (x) a duly executed application for such Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and (y) such other information as such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Commitment Termination Date. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such Issuing Bank (x) a duly executed application for such Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such the Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and agreed to by such the Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, Bank and (y) such other information or documents as such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict or inconsistency between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern, and in the event that any Application contains provisions that impose obligations on the Borrower or grant rights to such Issuing Bank beyond those imposed or granted under this Agreement and the other Credit Documents, such provisions shall be of no force or effect and shall not be binding on the Borrower. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 4.2 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any The Borrower requesting the issuance of any Letter of Credit may cancel such any request to issue such a Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the account party, amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Scheduled Commitment Termination DateDate (subject to Section 2.12(b)(iii)). Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in Section 4.3 4.2 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an the Issuing Bank issue a ------------------- Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such the Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of the Issuing Bank as designated by the Issuing Bank from time to time) a duly executed Issuance Request substantially in the form of Exhibit 2.14A (each an ------------- "Issuance Request"), together with a duly executed application for such the relevant Letter of Credit substantially in such Issuing Bank’s customary the form of Exhibit 2.14B (each an -------------- "Application"), or in such other form as may be approved by such Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such the Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseBorrower, completed to the reasonable satisfaction of such the Issuing BankBank and the Administrative Agent, and (y) such other information as such the Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter request. In the event of credit issuance proceduresany irreconcilable difference or inconsistency between this Agreement and an Application, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulationsprovisions of this Agreement shall govern. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, and executed Application and any other reasonably requested information in accordance with at least three (3) Business Days prior to any requested issuance date, the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of The Borrower may cancel any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit prior to the issuance thereof. The Issuing Bank will notify the Administrative Agent and each Lender of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such each Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Each Letter of Credit shall have an expiration date no later than five four (54) Business Days before the Commitment Termination Date. Each If the Issuing Bank issues any Letters of Credit with expiration dates that issues a automatically extend unless the Issuing Bank gives notice that the expiration date will not so extend, the Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than four (4) Business Days before the Commitment Termination Date, (ii) the Commitment Termination Date shall have occurred, (iii) a Default or an Event of Default exists and the Required Lenders have given the Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (iv) the Issuing Bank is so directed by the Borrower. The Issuing Bank agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in for all Borrowings of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 4.2 and the other terms and conditions of this Section 2.122.14.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such Issuing Bank (x) a duly executed application for such Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such the Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and agreed to by such the Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such the Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and (y) such other information as such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any The Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such the Borrower shall remain liable to such Issuing Bank for all costs and expenses reasonably Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Revolving Commitment Termination Date. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such Issuing Bank (x) a duly executed application for such Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such the Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and agreed to by such the Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such the Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and (y) such other information as such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 4.2 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any The Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such the Borrower shall remain liable to such Issuing Bank for all costs and expenses reasonably Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Revolving Commitment Termination Date. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in Section 4.3 4.2 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an a US Issuing Bank issue a US Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable US Borrower shall deliver to such US Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a duly executed application Issuance Request, together with a duly executed Application (unless previously executed and delivered by US Borrower) for such the relevant US Letter of Credit substantially in such Issuing Bank’s customary form Credit, or in such other form as may be approved by such Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseUS Borrower, completed to the reasonable satisfaction of such US Issuing BankBank and the Administrative Agent, and (y) such other information as such US Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance daterequest. In the event of any irreconcilable conflict difference or inconsistency between the terms and conditions of this Agreement and an any Application, the provisions of this Agreement shall govern. Unless the applicable Upon receipt of a properly completed and executed Issuance Request and Application (as required) and any other reasonably requested information at least three (3) Business Days prior to any requested issuance date, such Issuing Bank has received notice from will process such Issuance Request in accordance with its customary procedures and, subject to US Borrower’s compliance with any applicable requirements of Section 2.21, issue the Administrative Agent requested US Letter of Credit on the requested issuance date. US Borrower may cancel any requested issuance of a US Letter of Credit prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the thereof. The applicable US Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent and each US Lender of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such each US Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory Subject to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank clause (in such Issuing Bank’s sole discretionb)(ii) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bankbelow, each US Letter of Credit shall have an expiration date no later than five (5) Business Days before the Commitment Termination Maturity Date. Each If any US Issuing Bank issues any US Letters of Credit with expiration dates that issues a automatically extend unless such US Issuing Bank gives notice that the expiration date will not so extend, such US Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (A) the expiration date of such US Letter of Credit if so extended would be later than five (5) Business Days before the Maturity Date, (B) the Maturity Date shall have occurred, (C) a Default or an Event of Default exists and the US Required Lenders have given such US Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (D) such US Issuing Bank is so directed by US Borrower. Each US Issuing Bank agrees to issue amendments to any US Letter of Credit issued by it increasing its amount, or extending its expiration date, at the request of the applicable US Borrower, subject to the conditions precedent set forth in of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 5.02 and the other terms and conditions of this Section 2.122.22, including without limitation, any applicable requirements of Section 2.21.

Issuance Procedure. (i) To i)To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a duly executed application issuance request substantially in the form of Exhibit 2.12(b) or such other form specified by such Issuing Bank and acceptable to the Administrative Agent (each an “Issuance Request”), together with a duly executed Application (unless previously executed and delivered by the Borrower) for such the relevant Letter of Credit substantially in such Issuing Bank’s customary the form or in such other form as may be approved specified by such Borrower and such Issuing Bank and acceptable to the Administrative Agent and the Borrower (each an “Application”), or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseBorrower, completed to the reasonable satisfaction of such Issuing BankBank and the Administrative Agent, and (y) such other information as such Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter request. In the event of credit issuance proceduresany irreconcilable difference or inconsistency between this Agreement and any Application, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulationsprovisions of this Agreement shall govern. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, and executed Issuance Request and Application (as required) and any other reasonably requested information (x) with respect to Letters of Credit denominated in accordance U.S. Dollars, at least three (3) Business Days and (y) with the terms respect to Letters of the preceding sentenceCredit denominated in any Alternative Currency, at least four (4) Business Days prior to any requested issuance date, such Issuing Bank will process such Application Issuance Request in accordance with its customary procedures and and, subject to the Borrower’s compliance with any applicable requirements of Section 2.14, issue the requested Letter of Credit on the requested issuance date. In the event of The Borrower may cancel any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit prior to the issuance thereof. The Issuing Bank will notify the Administrative Agent and each Lender of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such each Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory Subject to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank clause (in such Issuing Bank’s sole discretionb)(ii) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bankbelow, each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Scheduled Commitment Termination Date, provided, that if the Scheduled Commitment Termination Date has been extended to a subsequent date pursuant to Section 2.16 (such subsequent date being the “Extended Commitment Termination Date”), the expiration of such Letter of Credit may be no later than five (5) Business Days before such Extended Commitment Termination Date, so long as at the time of issuance of such Letter of Credit and after giving effect thereto, (i) the sum of all outstanding Revolving Loans and L/C Obligations of all Extending Lenders and any Replacement Lenders would not exceed the total Commitments of the Extending Lenders and any Replacement Lenders agreed to be in effect after extension of the Scheduled Commitment Termination Date, (ii) the sum of the outstanding Revolving Loans and L/C Obligations of each Extending Lender and Replacement Lender would not exceed the Commitment of such Extending Lender or Replacement Lender agreed to be in effect after extension of the Scheduled Commitment Termination Date, and (iii) all other conditions and requirements set forth in Section 2.12(a) with respect to such Letter of Credit have been satisfied. If any Issuing Bank issues any Letters of Credit with expiration dates that automatically extend unless such Issuing Bank gives notice that the expiration date will not so extend, such Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than five (5) Business Days before the Scheduled Commitment Termination Date or Extended Commitment Termination Date, if applicable, (ii) the Scheduled Commitment Termination Date or Extended Commitment Termination Date, if applicable, shall have occurred, (iii) a Default or an Event of Default exists and the Required Lenders have given such Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (iv) such Issuing Bank is so directed by the Borrower. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit issued by it increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 4.2 and the other terms and conditions of this Section 2.12., including without limitation, any applicable requirements of Section 2.14. ​ 50 ‌ ​ ​ ​ ​ ‌ ​ ​

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower Company shall deliver to such Issuing Bank (x) a duly executed application for such Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such Borrower the Company and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and agreed to by such Borrower the Company (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, Bank and (y) such other information or documents as such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will [Amended and Restated Senior Secured Revolving Credit Agreement] process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict or inconsistency between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern, and in the event that any Application contains provisions that impose obligations on the Company or grant rights to such Issuing Bank beyond those imposed or granted under this Agreement and the other Credit Documents, such provisions shall be of no force or effect and shall not be binding on the Company. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 4.2 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit The Company may cancel such any request to issue such a Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the account party, amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Scheduled Commitment Termination DateDate (subject to Section 2.12(b)(iii)). Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in Section 4.3 4.2 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a duly executed Issuance Request substantially in the form of Exhibit 2.12A (each an “Issuance Request”), together with a duly executed application for such the relevant Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such the Borrower and such Issuing Bank (each an “Application”), or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseBorrower, completed to the reasonable satisfaction of such Issuing BankBank and the Administrative Agent, and (y) such other information as such Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter request. In the event of credit issuance proceduresany irreconcilable difference or inconsistency between this Agreement and an Application, including information that would permit such the provisions of this Agreement shall govern. Upon receipt by an Issuing Bank to verify and the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank Administrative Agent of a properly completed and, if applicable, and executed Application and any other reasonably requested information in accordance with the terms of the preceding sentenceat least three (3) Business Days prior to any requested issuance date, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event The Borrower may cancel any requested issuance of any irreconcilable conflict between the terms and conditions a Letter of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent Credit prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent and each Lender of the amount, currency, amount and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Each Letter of Credit shall have an expiration date no later than five four (54) Business Days before the Commitment Termination Date. Each If an Issuing Bank issues any Letters of Credit with expiration dates that automatically extend unless such Issuing Bank gives notice that the expiration date will not so extend, such Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than four (4) Business Days before the Commitment Termination Date, (ii) the Commitment Termination Date shall have occurred, (iii) a Default or an Event of Default exists and the Required Lenders have given such Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (iv) such Issuing Bank is so directed by the Borrower; provided, however, if any Letter of Credit shall have an expiration date later than four (4) Business Days before the Commitment Termination Date, the Borrower shall provide, no later than the Commitment Termination Date, cash collateral to the Administrative Agent or a back-to-back letter of credit from a bank or financial institution whose short-term unsecured debt rating is rated A or above from either S&P or Xxxxx’x or such other bank or financial institution satisfactory to the Required Lenders in either case in an amount equal to the undrawn face amount of such Letter of Credit and which provides that the Administrative Agent may make a drawing thereunder in the event that the Issuing Bank pays a drawing under such Letter of Credit. The Issuing Bank that issues a Letter of Credit agrees to issue amendments to any such Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in for all Borrowings of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 4.2 and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower Company shall deliver to such Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a duly executed Issuance Request substantially in the form of Exhibit 2.12 (each an “Issuance Request”), which shall specify, among other things, whether such Letter of Credit is to be a Facility Performance Letter of Credit, together with a duly executed application for such the relevant Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such Borrower the Company and such Issuing Bank (each an “Application”), or complete such other computerized issuance or application procedure, instituted from [Revolving Credit Agreement] time to time by such Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseCompany, completed to the reasonable satisfaction of such Issuing BankBank and the Administrative Agent, and (y) such other information as such Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter request. In the event of credit issuance proceduresany irreconcilable difference or inconsistency between this Agreement and an Application, including information that would permit such the provisions of this Agreement shall govern. Upon receipt by an Issuing Bank to verify and the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank Administrative Agent of a properly completed and, if applicable, and executed Application and any other reasonably requested information at least three (3) Business Days prior to any requested issuance date (or such shorter period to which such Issuing Bank may agree in accordance with the terms of the preceding sentenceits sole discretion), such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 4.2 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the The Company may cancel any requested issuance of any a Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other satisfactory arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Commitment Termination Date. If the Borrower so requests in any applicable Application, the relevant Issuing Bank shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that (i) any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued (and such Issuing Bank shall give such notice of non-renewal to the beneficiary if so directed by the Borrower) and (ii) the Issuing Bank will not permit the renewal of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five Business Days prior to the Commitment Termination Date. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the date that is five Business Days prior to the Commitment Termination Date; provided that the Issuing Bank shall not permit any such renewal if (x) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.12 or otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this paragraph, from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 4.2 are not then satisfied. Notwithstanding anything to the contrary herein, any Letter of Credit (including an Auto-Renewal Letter of Credit) may have an expiration date later than five (5) Business Days before the Commitment Termination Date, if (X) the Borrower requesting such Letter of Credit shall provide, no later than the Commitment Termination Date, (1) cash collateral to the Administrative Agent in an amount equal to 105% of [Revolving Credit Agreement] the undrawn face amount of such Letter of Credit or (2) a back-to-back letter of credit in an amount equal to 105% of the undrawn face amount of such Letter of Credit from a bank or financial institution whose short-term unsecured debt rating is rated A or above from either S&P or Xxxxx’x (or such other bank or financial institution satisfactory to the applicable Issuing Bank) and which provides that the Administrative Agent may make a drawing thereunder in the event that such Issuing Bank pays a drawing under such Letter of Credit or (Y) other arrangements satisfactory to the applicable Issuing Bank in its sole discretion shall have been made with respect to such Letter of Credit; provided, each Lender’s participation under Section 2.12(d) in any such Letter of Credit shall revert to such Issuing Bank on the Commitment Termination Date, and no Lender shall be entitled to any Letter of Credit fees pursuant to Section 3.1(c) on and after the Commitment Termination Date. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable BorrowerCompany, subject to the conditions precedent set forth in for all Borrowings of Section 4.3 4.2 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)Agent) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an the Issuing Bank issue a ------------------- Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such the Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of the Issuing Bank as designated by the Issuing Bank from time to time) a duly executed Issuance Request substantially in the form of Exhibit 2.12A (each an ------------- "Issuance Request"), together with a duly executed application for such the relevant Letter of Credit substantially in such Issuing Bank’s customary the form of Exhibit 2.12B (each an -------------- "Application"), or in such other form as may be approved by such Borrower and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such the Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseBorrower, completed to the reasonable satisfaction of such the Issuing BankBank and the Administrative Agent, and (y) such other information as such the Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter request. In the event of credit issuance proceduresany irreconcilable difference or inconsistency between this Agreement and an Application, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulationsprovisions of this Agreement shall govern. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, and executed Application and any other reasonably requested information in accordance with at least three (3) Business Days prior to any requested issuance date, the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of The Borrower may cancel any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit prior to the issuance thereof. The Issuing Bank will notify the Administrative Agent and each Lender of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such each Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Each Letter of Credit shall have an expiration date no later than five four (54) Business Days before the Commitment Termination Date. Each If the Issuing Bank issues any Letters of Credit with expiration dates that issues a automatically extend unless the Issuing Bank gives notice that the expiration date will not so extend, the Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than four (4) Business Days before the Commitment Termination Date, (ii) the Commitment Termination Date shall have occurred, (iii) a Default or an Event of Default exists and the Required Lenders have given the Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (iv) the Issuing Bank is so directed by the Borrower. The Issuing Bank agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in for all Borrowings of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 4.2 and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable US Borrower shall deliver to such Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a duly executed application issuance request substantially in the form of Exhibit D or such other form specified by such Issuing Bank and acceptable to the Administrative Agent (each an “Issuance Request”), together with a duly executed Application (unless previously executed and delivered by US Borrower) for such the relevant Letter of Credit substantially in such Issuing Bank’s customary the form or in such other form as may be approved specified by such Borrower and such Issuing Bank and acceptable to the Administrative Agent and the Borrower (each an “Application”), or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseUS Borrower, completed to the reasonable satisfaction of such Issuing BankBank and the Administrative Agent, and (y) such other information as such Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter request. In the event of credit issuance proceduresany irreconcilable difference or inconsistency between this Agreement and any Application, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulationsprovisions of this Agreement shall govern. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, and executed Issuance Request and Application (as required) and any other reasonably requested information in accordance with the terms of the preceding sentenceat least three (3) Business Days prior to any requested issuance date, such Issuing Bank will process such Application Issuance Request in accordance with its customary procedures and and, subject to US Borrower’s compliance with any applicable requirements of Section 2.21, issue the requested Letter of Credit on the requested issuance date. In the event of US Borrower may cancel any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit prior to the issuance thereof. The applicable Issuing Bank will notify the Administrative Agent and each US Lender of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such each Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory Subject to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank clause (in such Issuing Bank’s sole discretionb)(ii) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bankbelow, each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Commitment Termination Maturity Date. If any Issuing Bank issues any Letters of Credit with expiration dates that automatically extend unless such Issuing Bank gives notice that the expiration date will not so extend, such Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than five (5) Business Days before the Maturity Date, (ii) the Maturity Date shall have occurred, (iii) a Default or an Event of Default exists and the US Required Lenders have given such Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (iv) such Issuing Bank is so directed by US Borrower. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit issued by it increasing its amount, or extending its expiration date, at the request of the applicable US Borrower, subject to the conditions precedent set forth in of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 5.02 and the other terms and conditions of this Section 2.122.22, including without limitation, any applicable requirements of Section 2.21.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a duly executed application issuance request substantially in the form of Exhibit 2.12(b) or such other form specified by such Issuing Bank and acceptable to the Administrative Agent (each an “Issuance Request”), together with a duly executed Application (unless previously executed and delivered by the Borrower) for such the relevant Letter of Credit substantially in such Issuing Bank’s customary the form or in such other form as may be approved specified by such Borrower and such Issuing Bank and acceptable to the Administrative Agent and the Borrower (each an “Application”), or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseBorrower, completed to the reasonable satisfaction of such Issuing BankBank and the Administrative Agent, and (y) such other information as such Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter request. In the event of credit issuance proceduresany irreconcilable difference or inconsistency between this Agreement and any Application, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulationsprovisions of this Agreement shall govern. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, and executed Issuance Request and Application (as required) and any other reasonably requested information (x) with respect to Letters of Credit denominated in accordance U.S. Dollars, at least three (3) Business Days and (y) with the terms respect to Letters of the preceding sentenceCredit denominated in any Alternative Currency, at least four (4) Business Days prior to any requested issuance date, such Issuing Bank will process such Application Issuance Request in accordance with its customary procedures and and, subject to the Borrower’s compliance with any applicable requirements of Section 2.14, issue the requested Letter of Credit on the requested issuance date. In the event of The Borrower may cancel any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit prior to the issuance thereof. The Issuing Bank will notify the Administrative Agent and each Lender of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such each Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory Subject to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank clause (in such Issuing Bank’s sole discretionb)(ii) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bankbelow, each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Scheduled Commitment Termination Date, provided, that if the Scheduled Commitment Termination Date has been extended to a subsequent date pursuant to Section 2.16 (such subsequent date being the “Extended Commitment Termination Date”), the expiration of such Letter of Credit may be no later than five (5) Business Days before such Extended Commitment Termination Date, so long as at the time of issuance of such Letter of Credit and after giving effect thereto, (i) the sum of all outstanding Revolving Loans and L/C Obligations of all Extending Lenders and any Replacement Lenders would not exceed the total Commitments of the Extending Lenders and any Replacement Lenders agreed to be in effect after extension of the Scheduled Commitment Termination Date, (ii) the sum of the outstanding Revolving Loans and L/C Obligations of each Extending Lender and Replacement Lender would not exceed the Commitment of such Extending Lender or Replacement Lender agreed to be in effect after extension of the Scheduled Commitment Termination Date, and (iii) all other conditions and requirements set forth in Section 2.12(a) with respect to such Letter of Credit have been satisfied. If any Issuing Bank issues any Letters of Credit with expiration dates that automatically extend unless such Issuing Bank gives notice that the expiration date will not so extend, such Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than five (5) Business Days before the Scheduled Commitment Termination Date or Extended Commitment Termination Date, if applicable, (ii) the Scheduled Commitment Termination Date or Extended Commitment Termination Date, if applicable, shall have occurred, (iii) a Default or an Event of Default exists and the Required Lenders have given such Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (iv) such Issuing Bank is so directed by the Borrower. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit issued by it increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 4.2 and the other terms and conditions of this Section 2.12, including without limitation, any applicable requirements of Section 2.14.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower Company shall deliver to such Issuing Bank (x) a duly executed application for such Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such Borrower the Company and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and agreed to by such Borrower the Company (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and (y) such other information or documents as such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict or inconsistency between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern, and in the event that any Application contains provisions that impose obligations on the Company or grant rights to such Issuing Bank beyond those imposed or granted under this Agreement and the other Credit Documents, such provisions shall be of no force or effect and shall not be binding on the Company. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit The Company may cancel such any request to issue such a Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the account party, amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Scheduled Commitment Termination DateDate (subject to Section 2.12(b)(iii)). Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit [Senior Secured Revolving Credit Agreement] increasing its amount, or extending its expiration date, at the request of the applicable BorrowerCompany, subject to the conditions precedent set forth in Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower Company shall deliver to such Issuing Bank (x) a duly executed application for such Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such Borrower the Company and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and agreed to by such Borrower the Company (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and (y) such other information or documents as such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict or inconsistency between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern, and in the event that any Application contains provisions that impose obligations on the Company or grant rights to such Issuing Bank beyond those imposed or granted under this Agreement and the other Loan Documents, such provisions shall be of no force or effect and shall not be binding on the Company. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit The Company may cancel such any request to issue such a Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the account party, amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Commitment Termination DateDate (subject to Section 2.12(b)(iii)). Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To i)To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower shall deliver to such Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a duly executed application issuance request substantially in the form of Exhibit 2.12(b) or such other form specified by such Issuing Bank and acceptable to the Administrative Agent (each an “Issuance Request”), together with a duly executed Application (unless previously executed and delivered by the Borrower) for such the relevant Letter of Credit substantially in such Issuing Bank’s customary the form or in such other form as may be approved specified by such Borrower and such Issuing Bank and acceptable to the Administrative Agent and the Borrower (each an “Application”), or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseBorrower, completed to the reasonable satisfaction of such Issuing BankBank and the Administrative Agent, and (y) such other information as such Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter request. In the event of credit issuance proceduresany irreconcilable difference or inconsistency between this Agreement and any Application, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulationsprovisions of this Agreement shall govern. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, and executed Issuance Request and Application (as required) and any other reasonably requested information (x) with respect to Letters of Credit denominated in accordance U.S. Dollars, at least three (3) Business Days and (y) with the terms respect to Letters of the preceding sentenceCredit denominated in any Alternative Currency, at least four (4) Business Days prior to any requested issuance date, such Issuing Bank will process such Application Issuance Request in accordance with its customary procedures and and, subject to the Borrower’s compliance with any applicable requirements of Section 2.14, issue the requested Letter of Credit on the requested issuance date. In the event of The Borrower may cancel any irreconcilable conflict between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit prior to the issuance thereof. The Issuing Bank will notify the Administrative Agent and each Lender of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such each Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory Subject to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank clause (in such Issuing Bank’s sole discretionb)(ii) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bankbelow, each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Scheduled Commitment Termination Date, provided, that if the Scheduled Commitment Termination Date has been extended to a subsequent date pursuant to Section 2.16 (such subsequent date being the “Extended Commitment Termination Date”), the expiration of such Letter of Credit may be no later than five (5) Business Days before such Extended Commitment Termination Date, so long as at the time of issuance of such Letter of Credit and after giving effect thereto, (i) the sum of all outstanding Revolving Loans and L/C Obligations of all Extending Lenders and any Replacement Lenders would not exceed the total Commitments of the Extending Lenders and any Replacement Lenders agreed to be in effect after extension of the Scheduled Commitment Termination Date, (ii) the sum of the outstanding Revolving Loans and L/C Obligations of each Extending Lender and Replacement Lender would not exceed the Commitment of such Extending Lender or Replacement Lender agreed to be in effect after extension of the Scheduled Commitment Termination Date, and (iii) all other conditions and requirements set forth in Section 2.12(a) with respect to such Letter of Credit have been satisfied. If any Issuing Bank issues any Letters of Credit with expiration dates that automatically extend unless such Issuing Bank gives notice that the expiration date will not so extend, such Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (i) the expiration date of such Letter of Credit if so extended would be later than five (5) Business Days before the ​ ​ ‌ ​ ‌ ​ ​ Scheduled Commitment Termination Date or Extended Commitment Termination Date, if applicable, (ii) the Scheduled Commitment Termination Date or Extended Commitment Termination Date, if applicable, shall have occurred, (iii) a Default or an Event of Default exists and the Required Lenders have given such Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (iv) such Issuing Bank is so directed by the Borrower. Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit issued by it increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 4.2 and the other terms and conditions of this Section 2.12, including without limitation, any applicable requirements of Section 2.14.

Issuance Procedure. (i) To request that an Issuing Bank issue a Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable Borrower Company shall deliver to such Issuing Bank (x) a duly executed application for such Letter of Credit substantially in such Issuing Bank’s customary form or in such other form as may be approved by such Borrower the Company and such Issuing Bank or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and agreed to by such Borrower the Company (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each case, completed to the reasonable satisfaction of such Issuing Bank, and (y) such other information or documents as such Issuing Bank may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance date. In the event of any irreconcilable conflict or inconsistency between the terms and conditions of this Agreement and an Application, the provisions of this Agreement shall govern, and in the event that any Application contains provisions that impose obligations on the Company or grant rights to such Issuing Bank beyond those imposed or granted under this Agreement and the other Loan Documents, such provisions shall be of no force or effect and shall not be binding on the Company. Unless the applicable Issuing Bank has received notice from the Administrative Agent prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 4.2 or otherwise) have not been satisfied, the applicable Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit The Company may cancel such any request to issue such a Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent of the account party, amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such Letter of Credit as a Facility Performance Letter of Credit, promptly following the issuance thereof. Unless cash collateralized in a manner satisfactory to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank (in such Issuing Bank’s sole discretion) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bank, each Each Letter of Credit shall have an expiration date no later than five (5) Business Days before the Commitment Termination DateDate (subject to Section 2.12(b)(iii)). Each Issuing Bank that issues a Letter of Credit agrees to issue amendments to any Letter of Credit increasing its amount, or extending its expiration date, at the request of the applicable Borrower, subject to the conditions precedent set forth in Section 4.3 4.2 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) and the other terms and conditions of this Section 2.12.

Issuance Procedure. (i) To request that an xxx US Issuing Bank issue a US Letter of Credit, at least three (3) Business Days prior to the date of the requested issuance (or such shorter period of time as such Issuing Bank may reasonably agree to in its sole discretion), the applicable US Borrower shall deliver to such US Issuing Bank and the Administrative Agent (xwith a duplicate copy to an operations employee of such Issuing Bank as designated by such Issuing Bank from time to time) a duly executed application issuance request substantially in the form of Exhibit D or such other form specified by such Issuing Bank and acceptable to the Administrative Agent (each an “Issuance Request”)Issuance Request, together with a duly executed Application (unless previously executed and delivered by US Borrower) for such the relevant US Letter of Credit substantially in such Issuing Bank’s customary the form or in such other form as may be approved specified by such Borrower and such Issuing Bank and acceptable to the Administrative Agent and the Borrower (each an “Application”), or complete such other computerized issuance or application procedure, instituted from time to time by such Issuing Bank and the Administrative Agent and agreed to by such Borrower (each, an “Application”), appropriately completed and signed by an Authorized Officer of such Borrower and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Bank, in each caseUS Borrower, completed to the reasonable satisfaction of such US Issuing BankBank and the Administrative Agent, and (y) such other information as such US Issuing Bank and the Administrative Agent may reasonably request in accordance with its customary letter of credit issuance procedures, including information that would permit such Issuing Bank to verify the beneficiary’s identity or to comply with any applicable law or regulations, including any Sanctions Laws and Regulations. Upon the receipt by the applicable Issuing Bank of a properly completed and, if applicable, executed Application and any other reasonably requested information in accordance with the terms of the preceding sentence, such Issuing Bank will process such Application in accordance with its customary procedures and issue the requested Letter of Credit on the requested issuance daterequest. In the event of any irreconcilable conflict difference or inconsistency between the terms and conditions of 94 this Agreement and an any Application, the provisions of this Agreement shall govern. Unless the applicable Upon receipt of a properly completed and executed Issuance Request and Application (as required) and any other reasonably requested information at least three (3) Business Days prior to any requested issuance date, such Issuing Bank has received notice from will process such Issuance Request in accordance with its customary procedures and, subject to US Borrower’s compliance with any applicable requirements of Section 2.21, issue the Administrative Agent requested US Letter of Credit on the requested issuance date. US Borrower may cancel any requested issuance of a US Letter of Credit prior to the requested issuance that any of the conditions to issuance (whether set forth herein, in Section 4.3 or otherwise) have not been satisfied, the thereof. The applicable US Issuing Bank may assume that all such conditions have been satisfied. Any Borrower requesting the issuance of any Letter of Credit may cancel such request to issue such Letter of Credit at any time prior to the actual issuance thereof by providing the applicable Issuing Bank with written notice thereof; provided, that, for the avoidance of doubt, such Borrower shall remain liable to such Issuing Bank for all costs and expenses Incurred by such Issuing Bank in connection therewith. An Issuing Bank that issues a Letter of Credit will notify the Administrative Agent and each US Lender of the amount, currency, and expiration date of such Letter of Credit, and whether such Issuing Bank classifies such each US Letter of Credit as a Facility Performance Letter of Credit, it issues promptly following the upon issuance thereof. Unless cash collateralized in a manner satisfactory Subject to the relevant Issuing Bank or other arrangements satisfactory to the relevant Issuing Bank clause (in such Issuing Bank’s sole discretionb)(ii) with respect thereto have been made as provided below and a later date is otherwise agreed to by the applicable Issuing Bankbelow, each US Letter of Credit shall have an expiration date no later than five (5) Business Days before the Commitment Termination Maturity Date. Each If any US Issuing Bank issues any US Letters of Credit with expiration dates that issues a automatically extend unless such US Issuing Bank gives notice that the expiration date will not so extend, such US Issuing Bank will give such notice of non-renewal before the time necessary to prevent such automatic extension if (and will not give such notice of non-renewal before such time unless) before such required notice date (iA) the expiration date of such US Letter of Credit if so extended would be later than five (5) Business Days before the Maturity Date, (iiB) the Maturity Date shall have occurred, (iiiC) a Default or an Event of Default exists and the US Required Lenders have given such US Issuing Bank instructions not to so permit the expiration date of such Letter of Credit to be extended, or (ivD) such US Issuing Bank is so directed by US Borrower. Each US Issuing Bank agrees to issue amendments to any US Letter of Credit issued by it increasing its amount, or extending its expiration date, at the request of the applicable US Borrower, subject to the conditions precedent set forth in of Section 4.3 (which each Issuing Bank may assume are satisfied unless notified otherwise by the Administrative Agent in accordance with this Section 2.12(b)) 5.02 and the other terms and conditions of this Section 2.122.22, including without limitation, any applicable requirements of Section 2.21.