Common use of Issuance Procedures Clause in Contracts

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower WWI may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for WWI's account or for the account of any wholly-owned U.S. Subsidiary of WWI that is a party to the Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Administrative Agent for the benefit of the Borrower (whether Lenders pursuant to the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) WWI Pledge Agreement, in such form as may be requested by the Borrower WWI and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower WWI hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower WWI or a Subsidiary of the BorrowerWWI). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower WWI may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for WWI's account or for the account of any wholly-owned U.S. Subsidiary of WWI that is a party to the Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Administrative Agent for the benefit of the Borrower (whether Lenders pursuant to the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) WWI Pledge Agreement, in such form as may be requested by the Borrower WWI and approved by the Issuer, solely for the purposes described in Section SECTION 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower WWI hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower WWI or a Subsidiary of the BorrowerWWI). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent and the relevant Issuer an Issuance Request on or before 12:00 noon, New York City time, 10:00 a.m. on a Business Day, the Parent Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)’ notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) ’ prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a Standby Letter of Credit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its sole discretion), that an Issuer issue a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable of a Standby Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) Credit, in such form as may be requested by the Parent Borrower and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided7.1.7. In connection with any Issuance Request the Parent Borrower and/or applicable Subsidiary shall have executed and delivered such applications, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent agreements and other instruments relating to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on as such Letter Issuer shall have reasonably requested consistent with its then current practices and procedures with respect to letters of Credit is the Borrower or a Subsidiary credit of the Borrower). Upon receipt same type, provided that in the event of an Issuance Requestany conflict between any such application, agreement or other instrument and the provisions of this Agreement, the Administrative Agent provisions of this Agreement shall promptly notify the Issuer and each Lender thereofcontrol. Each Standby Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Termination Date or (ii) unless otherwise agreed to by an Issuer, in its sole discretion, one year from the date of its issuance (provided that each Standby Letter of Credit may, with the consent of the Issuer thereof in its sole discretion, provide for automatic renewals for one year periods (which in no event shall extend beyond the Revolving Loan Termination Date)). Each Commercial Letter of Credit shall by its terms be stated to expire on a date no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Termination Date or (ii) unless otherwise agreed to by an Issuer, in its sole discretion, 180 days from the date of its issuance. The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. Each Issuer shall provide periodic reporting of Letters of Credit issued by such Issuer in a manner, and in time periods, mutually acceptable to the Administrative Agent and such Issuer. Unless notified by the Administrative Agent in writing prior to the issuance of a Letter of Credit, the applicable Issuer shall be entitled to assume that the conditions precedent to such issuance have been met.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, 10:00 a.m. on a Business Day, the each Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a standby Letter of CreditCredit (in each case, unless a shorter notice period is agreed to by the applicable Issuer, in its sole discretion), that the such Issuer issue, or extend (in the case of a standby Letter of Credit) the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the such Borrower (whether issued for the account party of or on behalf of such Letter of Credit is the Borrower or a any Subsidiary of the BorrowerGuarantor) in such form as may be requested by the such Borrower and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension7.1.7. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the such Borrower hereby acknowledges and agrees that it shall be jointly and severally obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is such Borrower, the other Borrower or a Subsidiary of the BorrowerGuarantor). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) (unless otherwise agreed to by an Issuer, in its sole discretion) one year from the date of its issuanceissuance or extension. The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. It is understood and agreed that Letters of Credit issued hereunder need not be issued in any minimum amount.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon9:00 a.m., New York City San Francisco time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice period as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (or such other notice period as may be acceptable to the Issuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the Borrower's account or for the account party on such Letter of Credit any Subsidiary Guarantor and whose outstanding Capital Stock is pledged to the Borrower or a Subsidiary Administrative Agent for the benefit of the Borrower) Lenders pursuant to a Pledge Agreement), in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a of any Letter of Credit, and it shall be deemed to be the an obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a wholly-owned U.S. Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofthereof and the Issuer shall, subject to the terms and conditions hereof, including Article V, promptly (but in no event later than three Business Days after such notification) issue a Letter of Credit. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or and (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 2:00 p.m. (New York City time, ) on a Business DayDay not less than 30 days prior to the Revolving Loan Commitment Termination Date, the each Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit’ notice, that the such L/C Issuer issue, issue or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the such Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.10. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuanceissuance and (ii) five Business Days prior to the Stated Maturity Date for the Revolving Loans; provided, however, that a Letter of Credit may, if requested by a Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five Business Days prior to the Stated Maturity Date for the Revolving Loans), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of either Borrower conflicts with this Agreement, the provisions of this Agreement shall govern.

Issuance Procedures. By delivering To obtain a Letter of Credit, Borrower must complete and execute a Letter of Credit Agreement and submit it to Issuing Lender. In no event will Issuing Lender have any obligation to act upon an oral request for a Letter of Credit or any request that otherwise does not conform to Issuing Lender’s policies and procedures. Upon receipt of a completed and executed Letter of Credit Agreement and provided Borrower has met the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, requirements in this Agreement for the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, Administrative Agent will process the application in accordance with the policies, procedures and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period requirements of Issuing Lender then in effect. If the application meets the requirements of Issuing Lender and is acceptable within the policies of Issuing Lender then in effect, Issuing Lender will issue the requested Letter of Credit to the Issuer) prior to beneficiary thereof. By the then existing Stated Expiry Date issuance of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of Credit (or an amendment to a Letter of CreditCredit increasing the amount thereof) and without any further action on the part of Issuing Lender or the other Lenders, that the Issuer issueIssuing Lender hereby grants to each Lender, or extend the Stated Expiry Date ofand each Lender hereby acquires from Issuing Lender, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on a participation in such Letter of Credit is the Borrower or a Subsidiary equal to such Lender’s respective Commitment Amount Percentage of the Borrower) aggregate amount available to be drawn under such Letter of Credit. In consideration and in such form as may be requested by furtherance of the Borrower foregoing, each Lender hereby absolutely and approved by the Issuerunconditionally agrees to pay to Administrative Agent, for the purposes described in Section 7.1.9; providedaccount of Issuing Lender, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan such Lender’s Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original Amount Percentage of each Letter of Credit which it issues hereunderdisbursement made by Issuing Lender and not reimbursed by Borrower on the date due as provided in paragraph (c) of this Section 2.21, or of any reimbursement payment required to be refunded to Borrower for any reason. Subject to Section 8.2(a), each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Issuance Procedures. By delivering to the Administrative Agent and each Issuer (based on each Issuer’s pro rata share of the Letter of Credit Commitment Amount, with the Letter of Credit Commitment Amount allocated evenly among the Issuers) an Issuance Request (including by way of facsimile) on or before 12:00 noon11:00 a.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three (3) nor more than ten (10) Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)notice, in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request Credit for the extension account of the Stated Expiry Date of a Letter of CreditBorrower, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, Issuers each issue an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by such Issuer. Each Issuer also may request that Borrower submit its Issuance Request in the form of such Issuer’s standard form of Letter of Credit application. Any standby Letter of Credit theretofore issued which contains an "evergreen" or similar automatic extension feature shall be automatically extended in accordance with the terms thereof subject to the Issuer, for 's right not to so extend if the purposes described in Section 7.1.9conditions precedent to the issuance of such a Letter of Credit would not be satisfied; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder shall not be automatically extended if the Borrower shall have notified the Issuers in writing not less than thirty (whether 30) days (or such shorter period as may be acceptable to each Issuer in its sole discretion or such longer period as may be required by the account party on beneficiary of such Letter of Credit) prior to the day following the expiration of the notice period (the “Notice Date”), which is at least one (1) day prior to the date that such standby Letter of Credit is scheduled to be automatically extended, that the Borrower or a Subsidiary desires that such standby Letter of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofCredit not be so extended. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination last Business Day prior to the Maturity Date or and (ii) one (1) year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be maybe requested by the Borrower and approved by the Issuer, for the purposes described in Section SECTION 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry STATED EXPIRE Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination sixth anniversary of the Restatement Effective Date or (ii) one year from the date of its issuance; provided, notwithstanding the terms of clause (i) above, that a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended, unless notice to the contrary shall have been given to the beneficiary by the Issuer or the account party more than a specified period prior to the then existing Stated Expiry Date. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance ------------------- Request on or before 12:00 noon10:00 A.M., New York City Atlanta time, on a Business DayDay occurring from and after the Amendment Effective Date but prior to the Revolving Commitment Termination Date, the Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the IssuerCredit, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower5.2(i). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each The Letter of Credit shall by its terms -------------- be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur ------------------ Maturity Date; provided, that the initial term and the initial extension of (i) the Revolving Loan Commitment Termination Date -------- Letter of Credit shall not exceed one year, and the Stated Amount of the Letter of Credit shall not exceed $4,000,000. Upon receipt of an Issuance Request, the Issuer shall issue the Letter of Credit for the account of the Borrower or (ii) one year from any Guarantor on the date specified in the Issuance Request (but in no event shall the Issuer be required to issue the Letter of Credit earlier than three Business Days after its issuance. The Issuer will make available receipt of the Issuance Request) by issuing to the beneficiary thereof the original of each the Letter of Credit. The Issuer shall furnish a copy of the Letter of Credit which it issues hereunderto the Borrower promptly after the issuance date. Notwithstanding the foregoing, the Issuer shall not be permitted or required to issue (or extend the Stated Expiry Date of) the Letter of Credit if, after giving effect thereto, the Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section SECTION 7.1.9; providedPROVIDED, howeverHOWEVER, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer -41- will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon10:00 a.m., New York City Chicago time, on a Business Day, the Borrower Company may, from time to time irrevocably request, on not less than three nor more than ten five Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three five nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower Company (whether issued for the account party of or on such Letter of Credit is the Borrower or a Subsidiary behalf of the BorrowerCompany or any of its Subsidiaries) in such form as may be requested by the Borrower Company and approved by such Issuer. In the Issuer, for event of any conflict between the purposes described in Section 7.1.9; provided, however, that no extension terms of the Stated Expiry Date Issuance Request and the terms of an outstanding Letter this Agreement, the terms of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionthis Agreement shall govern. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower Company hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of CreditCredit requested by it, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower Company or a Subsidiary of the BorrowerCompany). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination sixth anniversary of the Effective Date or (ii) one year from the date of its issuanceissuance (subject to automatic renewal provisions); provided, however, that, notwithstanding the terms of this clause (ii), a Letter of Credit may, if required by the beneficiary thereof, contain automatic renewal provisions pursuant to which the Stated Expiry Date shall be automatically extended (to a date not beyond the date specified in clause (i) above), unless notice to the contrary shall have been given to the beneficiary prior to the then existing Stated Expiry Date in accordance with the terms specified in such Letter of Credit by the applicable Issuer or the account party of such Letter of Credit (which notice by the account party shall also have been provided to the applicable Issuer in writing). The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each payment of the letter of credit fees payable pursuant to Section 3.3.3, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than seven (7) Business Days prior to the Maturity Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten (3) Business Days' ’ notice (or such shorter or longer notice period as may be acceptable agreed to by the L/C Issuer), in the case of an initial issuance of that such L/C Issuer issue a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.11. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of issuance and (ii) five (5) Business Days prior to the Maturity Date; provided that (x) a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for automatic renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date unless the Borrower agrees, pursuant to arrangements reasonably satisfactory to the relevant L/C Issuer entered into on or prior to the Maturity Date, to cash collateralize or backstop such Letter of Credit as of the Maturity Date), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal at least seven (7) Business Days prior to the Stated Expiry Date of such Letter of Credit and (y) to the extent acceptable to the Administrative Agent, any L/C Issuer, if requested by the Borrower, may agree to issue a Letter of Credit on terms acceptable to the Administrative Agent and each applicable L/C Issuer with a Stated Expiry Date beyond the date set forth in clause (i) in its issuancesole discretion (but not beyond the date that is five (5) Business Days prior to the Maturity Date unless the Borrower agrees, pursuant to arrangements reasonably satisfactory to the relevant L/C Issuer entered into on or prior to the Maturity Date, to cash collateralize or backstop such Letter of Credit as of the Maturity Date). The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon1:00 p.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of prior to an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in Credit or the case effective date of a request for the extension of the Stated Expiry Date of a Letter of Creditrequested amendment or modification, that the such Issuer issue, extend, modify or extend the Stated Expiry Date of, as the case may be, amend an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the BorrowerRestricted Subsidiaries) in such form as may be requested by the Borrower and approved by the such Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is Holdings, the Borrower or a Subsidiary of Holdings or the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (ix) seven days prior to the Revolving Loan Commitment Termination Date or (without regard to clauses (ii) one year and (iii) of the definition thereof) and (y) the date which is 12 months from the date of its issuanceissuance of such Letter of Credit; provided that notwithstanding the terms of clause (y) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended, unless notice to the contrary shall have been given to the beneficiary by the applicable Issuer, or to the beneficiary and the applicable Issuer by the Borrower more than a specified period prior to the then existing Stated Expiry Date. The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each payment of the letter of credit fees payable pursuant to Section 3.3.3, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, 10:00 a.m. on a Business Day, the each Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a standby Letter of CreditCredit (in each case, unless a shorter notice period is agreed to by the applicable Issuer, in its sole discretion), that the such Issuer issue, or extend (in the case of a standby Letter of Credit) the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the such Borrower (whether issued for the account party of or on behalf of such Letter of Credit is the Borrower or a any Subsidiary of the BorrowerGuarantor) in such form as may be requested by the such Borrower and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionSECTION 7.1.7. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the such Borrower hereby acknowledges and agrees that it shall be jointly and severally obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is such Borrower, the other Borrower or a Subsidiary of the BorrowerGuarantor). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) (unless otherwise agreed to by an Issuer, in its sole discretion) one year from the date of its issuanceissuance or extension. The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. It is understood and agreed that Letters of Credit issued hereunder need not be issued in any minimum amount.

Issuance Procedures. By delivering To obtain a Letter of Credit, Borrower must complete and execute a Letter of Credit Agreement and submit it to Issuing Lender. In no event will Issuing Lender have any obligation to act upon an oral request for a Letter of Credit or any request that otherwise does not conform to Issuing Lender’s policies and procedures. Upon receipt of a completed and executed Letter of Credit Agreement and provided Borrower has met the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, requirements in this Agreement for the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, Administrative Agent will process the application in accordance with the policies, procedures and not less than three nor more than requirements of Issuing Lender then in effect. If the application meets the requirements of Issuing Lender and is within the policies of Issuing Lender then in effect, within ten Business Days' notice (unless a shorter or longer notice period is acceptable 10) days after satisfaction of all conditions and requirements herein, Issuing Lender will issue the requested Letter of Credit to the Issuer) prior to beneficiary thereof. By the then existing Stated Expiry Date issuance of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of Credit (or an amendment to a Letter of CreditCredit increasing the amount thereof) and without any further action on the part of Issuing Lender or the other Lenders, that the Issuer issueIssuing Lender hereby grants to each Lender, or extend the Stated Expiry Date ofand each Lender hereby acquires from Issuing Lender, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on a participation in such Letter of Credit is the Borrower or a Subsidiary equal to such Lender’s respective Commitment Amount Percentage of the Borrower) aggregate amount available to be drawn under such Letter of Credit. In consideration and in such form as may be requested by furtherance of the Borrower foregoing, each Lender hereby absolutely and approved by the Issuerunconditionally agrees to pay to Administrative Agent, for the purposes described in Section 7.1.9; providedaccount of Issuing Lender, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan such Lender’s Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original Amount Percentage of each Letter of Credit which it issues hereunderdisbursement made by Issuing Lender and not reimbursed by Borrower on the date due as provided in paragraph (c) of this Section 2.20, or of any reimbursement payment required to be refunded to Borrower for any reason. Subject to Section 8.2(a), each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon10:00 a.m., New York City Denver time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three (or five with respect to any Letter of Credit denominated in an Alternative Currency) nor more than ten Business Days' notice (or such shorter or longer other notice period as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three (or five with respect to any Letter of Credit denominated in an Alternative Currency) nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (or such other notice period as may be acceptable to the Issuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the Borrower's account or for the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) any Subsidiary), in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a of any Letter of Credit, and it shall be deemed to be the an obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofthereof and the Issuer shall, subject to the terms and conditions hereof, including Article V, promptly (but in no event later than three Business Days after such notification) issue a Letter of Credit. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year thirty-six months from the date of its issuanceissuance and (ii) twelve months after the Stated Maturity Date; provided, however, if any Letter of Credit has a Stated Expiry Date after the Stated Maturity Date (whether at the initial issuance thereof or as a result of an extension of the Stated Expiry Date), the Borrower shall no later than sixty days prior to the Stated Maturity Date Cash Collateralize the then Letter of Credit Outstandings in respect of all Letters of Credit whose Stated Expiry Date is after the Stated Maturity Date in an amount equal to 105% of such aggregate amount of Letter of Credit Outstandings. Upon expiration of all Letters of Credit whose Stated Expiry Date is after the Stated Maturity Date and payment and performance of all Obligations in full, the Administrative Agent shall return all amounts on deposit with the Administrative Agent pursuant to this Section 2.6 which have not been applied to the satisfaction of the Obligations. Prior to the expiration of all Letters of Credit whose Stated Expiry Date is after the Stated Maturity Date and payment and performance of all Obligations in full and provided no Event of Default has occurred and is continuing, the Administrative Agent, upon request by the Borrower, shall promptly remit to the Borrower any Cash Collateral in excess of 105% of the aggregate amount of Letter of Credit Outstandings. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. All Existing Letters of Credit shall have been deemed to have been issued pursuant hereto, and from and after the Agreement Effective Date shall be subject to and governed by the terms and conditions hereof.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon11:00 a.m., New York City Denver, Colorado time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.97.1.8; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (ia) the Revolving Loan Commitment Termination Date and (iib) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the BorrowerRestricted Subsidiary). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (ia) the Revolving Loan Commitment Termination Date or (iib) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, to the Agent under either Facility on a local Business Day, at or before 1:00 p.m. (local time), the Borrower under such Facility may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to in the Issuersole discretion of the applicable Issuer under such Facility), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (unless a shorter or longer notice period is acceptable in the sole discretion of the applicable Issuer under such Facility), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the applicable Issuer under such Facility issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on for such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension's account. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower under each Facility hereby acknowledges and agrees that (v) it shall be obligated to reimburse the applicable Issuer under such Facility upon each Disbursement paid under a Letter of Credit, Credit issued under such Facility and (w) it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on at its request under such Letter of Credit is the Borrower or a Subsidiary of the Borrower)Facility. Upon receipt of an Issuance RequestRequest pursuant to either Facility, the Administrative Agent under such Facility shall promptly notify the provide notice thereof to each Issuer and each Lender thereofunder such Facility. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (ix) the applicable scheduled Revolving Loan Commitment Termination Date or (iiy) one year from the date of its issuance. The Issuer of each Letter of Credit will make available to the beneficiary thereof the original of each such Letter of Credit which it issues hereunderCredit.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon11:00 a.m., New York City Chicago, Illinois time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in clause (b) of Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance; provided, that notwithstanding the terms of clause (ii) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended (in each case, to the date no later than the earlier to occur of (x) the Revolving Loan Commitment Termination Date or (y) one year from the date of such automatic extension), unless notice to the contrary shall have been given to the beneficiary by the Issuer or the account party more than a specified period prior to the then existing Stated Expiry Date. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the any Borrower as to which any Issuer has a Letter of Credit Commitment may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of such Borrower denominated in the Borrower applicable Currency (whether issued for the account party of or on behalf of such Letter of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the such Borrower and approved by the such Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder by such Issuer at the request of such Borrower (whether the account party on such Letter of Credit is the such Borrower or a Subsidiary of the such Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Percentage of more than zero in respect of the relevant Revolving Loan Commitments thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination sixth anniversary of the Closing Date or (ii) one year from the date of its issuance; provided, that, notwithstanding the terms of clause (ii) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended, unless notice to the contrary shall have been given to the beneficiary by the applicable Issuer or the account party more than a specified period prior to the then existing Stated Expiry Date. The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for the Borrower’s account or for the account of any wholly-owned U.S. Subsidiary of the Borrower (whether that is a party to the account party on such Letter of Credit Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Borrower or a Subsidiary Administrative Agent for the benefit of the Borrower) Lenders pursuant to the WWI Pledge Agreement, in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.its

Issuance Procedures. By delivering to the Administrative Paying Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the any Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice period as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (or such other notice period as may be acceptable to the Issuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, or amend, as the case may be, an irrevocable Letter of Credit on behalf for such Borrower's account or for the account of any wholly-owned U.S. Subsidiary of such Borrower that is a signatory to the Guaranty and the Subsidiary Security Agreement and whose outstanding Capital Stock is pledged to the Paying Agent for the benefit of the Borrower (whether the account party Lenders pursuant to a Pledge Agreement, in each case on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) joint and several basis for all Borrowers, in such form as may be requested by the such Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension7.1.7. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower Borrowers hereby acknowledges acknowledge and agrees agree that it each of them shall be obligated obligated, jointly and severally, to reimburse the Issuer upon each Disbursement paid under a of any Letter of Credit, and it they shall all be deemed to be the obligor obligors for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the a Borrower or a wholly-owned U.S. Subsidiary of the a Borrower). Upon receipt of an Issuance Request, the Administrative Paying Agent shall promptly notify the Issuer and each Lender thereofthereof and the Issuer shall, subject to the terms and conditions hereof, including Article V, promptly (but in no event later than three Business Days after such notification) issue a Letter of Credit. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or and (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the any Borrower may, may from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice period as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (or such other notice period as may be acceptable to the Issuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, or amend, as the case may be, an irrevocable Letter of Credit on behalf for such Borrower's account or for the account of any wholly-owned U.S. Subsidiary of such Borrower that is a signatory to the Subsidiary Guaranty and the Subsidiary Security Agreement and whose outstanding Capital Stock is pledged to the Administrative Agent for the benefit of the Borrower (whether Lenders pursuant to the account party Subsidiary Pledge Agreement, in each case on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) joint and several basis for all Borrowers, in such form as may be requested by the Borrower such Bor- rower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower Borrowers hereby acknowledges acknowledge and agrees agree that it each of them shall be obligated obligated, jointly and severally, to reimburse reim- burse the Issuer upon each Disbursement paid under a of any Letter of CreditCredix, and it xxx xxxy shall all be deemed to be the obligor Obligors for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the a Borrower or a wholly-owned U.S. Subsidiary of the a Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofthereof and the Issuer shall, subject to the terms and conditions hereof, including Article V, promptly (but in no event later than three Business Days after such notification) issue a Letter of Credit. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Termination Date or and (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Issuer (if applicable) and the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the any Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the such Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the such Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (ia) the Revolving Current Assets Loan Commitment Termination Date and (iib) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby jointly and severally acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower Company or a Subsidiary of the any other Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofthereof and shall cause: (i) the Letter of Credit requested by the Issuance Request to be issued and (ii) the Issuer to (A) comply with the terms and conditions of this Agreement relating to the Letter of Credit and (B) to fulfill the duties and obligations of the Issuer hereunder. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (ia) the Revolving Current Assets Loan Commitment Termination Date or (iib) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than 30 days prior to the Revolving Loan Commitment Termination Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit’ notice, that the such L/C Issuer issue, issue or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.10. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance; and (ii) five (5) Business Days prior to the Maturity Date for the Revolving Loans; provided, however, that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date for the Revolving Loans), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noonp.m., New York City Boston, Massachusetts time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower and approved by such Issuer. In the Issuer, for event of any conflict between the purposes described in Section 7.1.9; provided, however, that no extension terms of the Stated Expiry Date Issuance Request and the terms of an outstanding Letter this Agreement, the terms of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionthis Agreement shall govern. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (ia) the Stated Maturity Date for Revolving Loan Commitment Termination Date or Loans and (iib) one year from the date of its issuanceissuance (subject to automatic renewal provisions); PROVIDED, HOWEVER, that, notwithstanding the terms of this clause, a Letter of Credit may, if required by the beneficiary thereof, contain automatic renewal provisions pursuant to which the Stated Expiry Date shall be automatically extended (to a date not beyond the date specified in CLAUSE (A) above), unless notice to the contrary shall have been given to the beneficiary prior to the then existing Stated Expiry Date in accordance with the terms specified in such Letter of Credit by the applicable Issuer or the account party of such Letter of Credit (which notice by the account party shall also have been provided to the applicable Issuer in writing). The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each payment of the letter of credit fees payable pursuant to SECTION 3.3.3, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for the Borrower’s account or for the account of any wholly-owned U.S. Subsidiary of the Borrower (whether that is a party to the account party on such Letter of Credit Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Borrower or a Subsidiary Administrative Agent for the benefit of the Borrower) Lenders pursuant to the WWI Pledge Agreement, in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than thirty (30) days prior to the Revolving Loan Commitment Termination Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten (3) Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit’ notice, that the such L/C Issuer issue, issue or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.11. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or one (ii1) one year from the date of its issuance; and (ii) five (5) Business Days prior to the Maturity Date for the Revolving Loans; provided, however, that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date for the Revolving Loans), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern.

Issuance Procedures. By delivering (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Mont Re delivered to (x) the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)Fronting Bank, in the case of Fronted Letters of Credit and (y) the LC Administrator, in the case of Several Letters of Credit (with a copy in each case to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Mont Re. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not later than 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not later than 11:00 a.m. at least three Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Several Letter of Credit denominated in Dollars, and (iii) not later than 11:00 a.m. at least four Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent and the Applicable Issuing Party may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable detail satisfactory to the IssuerApplicable Issuing Party: (A) prior the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the then existing Stated Expiry Date full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) whether such Letter of Credit is a Tranche A Letter of Credit or a Tranche B Letter of Credit; (H) in the case of Tranche B Letters of Credit, whether such Letter of Credit is to be issued as a Fronted Letter of Credit or a Several Letter of Credit (it being agreed that (x) all Tranche B Letters of Credit denominated in Canadian Dollars will be Fronted Letters of Credit and (y) in the event a Tranche B Lender advises the Administrative Agent and the LC Administrator that such Tranche B Lender is unable (due to regulatory restrictions or other legal impediments) to issue a Several Letter of Credit because of its relationship to the beneficiary, such Tranche B Lender shall be a Participating Bank in such Several Letter of Credit); and (I) such other matters as the Applicable Issuing Party may require. In the case of a request for the extension an amendment of the Stated Expiry Date of a any outstanding Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is Application shall specify in form and detail satisfactory to the Borrower or a Subsidiary of Applicable Issuing Party (w) the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the Applicable Issuing Party may provide for a Stated Expiry Date subsequent require. Additionally, Mont Re shall furnish to the earlier of (i) Applicable Issuing Party and the Revolving Loan Commitment Termination Date Administrative Agent such other documents and (ii) one year from the date of information pertaining to such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such requested Letter of Credit issued hereunder (whether issuance or amendment as the account party on such Letter of Credit is the Borrower Applicable Issuing Party or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereundermay require.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower WWI may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for WWI’s account or for the account of any wholly-owned U.S. Subsidiary of WWI that is a party to the Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Administrative Agent for the benefit of the Borrower (whether Lenders pursuant to the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) WWI Pledge Agreement, in such form as may be requested by the Borrower WWI and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower WWI hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower WWI or a Subsidiary of the BorrowerWWI). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, to the Agent under either Facility on a local Business Day, at or before 1:00 p.m. (local time), the Borrower under such Facility may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to in the Issuersole discretion of the applicable Issuer under such Facility), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (unless a shorter or longer notice period is acceptable in the sole discretion of the applicable Issuer under such Facility), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the applicable Issuer under such Facility issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on for such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension's account. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower under each Facility hereby acknowledges and agrees that (v) it shall be obligated to reimburse the applicable Issuer under such Facility upon each Disbursement paid under a Letter of Credit, Credit issued under such Facility and (w) it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on at its request under such Letter of Credit is the Borrower or a Subsidiary of the Borrower)Facility. Upon receipt of an Issuance RequestRequest pursuant to either Facility, the Administrative Agent under such Facility shall promptly notify the provide notice thereof to each Issuer and each Lender thereofunder such Facility. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (ix) the applicable scheduled Revolving Loan Commitment Termination Date or (iiy) one year two years from the date of its issuance. The Issuer of each Letter of Credit will make available to the beneficiary thereof the original of each such Letter of Credit which it issues hereunderCredit.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than seven (7) Business Days prior to the Maturity Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten (3) Business Days' ’ notice (or such shorter or longer notice period as may be acceptable agreed to by the L/C Issuer), in the case of an initial issuance of that such L/C Issuer issue a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.11. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuanceissuance and (ii) five (5) Business Days prior to the Maturity Date; provided that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for automatic renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal at least seven (7) Business Days prior to the Stated Expiry Date of such Letter of Credit. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower Company may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the any Issuer that has a Letter of Credit Commitment issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit (whether issued for the account of or on behalf of the Borrower (whether the account party on such Letter Company or any of Credit is the Borrower or a Subsidiary of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower Company and approved by the such Issuer, for the purposes described in Section SECTION 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower Company hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder by such Issuer at the request of the Company (whether the account party on such Letter of Credit is the Borrower Company or a Restricted Subsidiary of the BorrowerCompany). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Percentage of more than zero in respect of the Revolving Loan Commitments thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination sixth anniversary of the Closing Date or (ii) one year from the date of its issuance; PROVIDED, that, notwithstanding the terms of CLAUSE (II) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended, unless notice to the contrary shall have been given to the beneficiary by the applicable Issuer or the account party more than a specified period prior to the then existing Stated Expiry Date. The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each Letter of Credit fee payment, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, to the applicable Agent under the applicable Facility on a local Business Day, at or before 1:00 p.m. (Local Time), the Borrower under such Facility may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to in the Issuersole discretion of the Issuer under such Facility), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (unless a shorter or longer notice period is acceptable in the sole discretion of the Issuer under such Facility), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer under such Facility issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for such Borrower's account. The obligations of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described applicable Issuer in Section 7.1.9; provided, however, that no extension respect of the Stated Expiry Date of an outstanding Letter Letters of Credit may provide for a Stated Expiry Date subsequent to at the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date election of such extensionIssuer be subject to The International Standby Practices (ISP 98) or other code of practices relating to letters of credit. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that (v) it shall be obligated to reimburse the applicable Issuer under the applicable Facility upon each Disbursement paid under a Letter of Credit, Credit issued under such Facility and (w) it shall be deemed to be the obligor and account party for purposes of each such Letter of Credit issued hereunder (whether the account party on at its request under such Letter of Credit is the Borrower or a Subsidiary of the Borrower)Facility. Upon receipt of an Issuance RequestRequest pursuant to either Facility, the Administrative Agent under such Facility shall promptly notify provide notice thereof to the Issuer under such Facility and each Lender thereofunder such Facility. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (ix) the applicable scheduled Revolving Loan Commitment Termination Date or (iiy) one year from the date of its issuance. The Issuer of each Letter of Credit will make available to the beneficiary thereof applicable Borrower the original of each such Letter of Credit which it issues hereunderCredit.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon11:00 a.m., New York City Chicago, Illinois time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in clause (c) of Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance; provided, that notwithstanding the terms of clause (ii) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended (in each case, to the date no later than the earlier to occur of (x) the Revolving Loan Commitment Termination Date or (y) one year from the date of such automatic extension), unless notice to the contrary shall have been given to the beneficiary by the Issuer or the account party more than a specified period prior to the then existing Stated Expiry Date. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering To obtain a Letter of Credit, Borrower must complete and execute a Letter of Credit Agreement and submit it to Issuing Lender. In no event will Issuing Lender have any obligation to act upon an oral request for a Letter of Credit or any request that otherwise does not conform to Issuing Lender's policies and procedures. Upon receipt of a completed and executed Letter of Credit Agreement and provided Borrower has met the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, requirements in this Agreement for the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, Administrative Agent will process the application in accordance with the policies, procedures and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period requirements of Issuing Lender then in effect. If the application meets the requirements of Issuing Lender and is acceptable within the policies of Issuing Lender then in effect, Issuing Lender will issue the requested Letter of Credit to the Issuer) prior to beneficiary thereof. By the then existing Stated Expiry Date issuance of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of Credit (or an amendment to a Letter of CreditCredit increasing the amount thereof) and without any further action on the part of Issuing Lender or the other Lenders, that the Issuer issueIssuing Lender hereby grants to each Lender, or extend the Stated Expiry Date ofand each Lender hereby acquires from Issuing Lender, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on a participation in such Letter of Credit is the Borrower or a Subsidiary equal to such Lender's respective Commitment Amount Percentage of the Borrower) aggregate amount available to be drawn under such Letter of Credit. In consideration and in such form as may be requested by furtherance of the Borrower foregoing, each Lender hereby absolutely and approved by the Issuerunconditionally agrees to pay to Administrative Agent, for the purposes described in Section 7.1.9; providedaccount of Issuing Lender, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan such Lender's Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original Amount Percentage of each Letter of Credit which it issues hereunderdisbursement made by Issuing Lender and not reimbursed by Borrower on the date due as provided in paragraph (c) of this Section 2.21, or of any reimbursement payment required to be refunded to Borrower for any reason. Subject to Section 8.2(a), each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon10:00 a.m., New York City Denver time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice period as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (or such other notice period as may be acceptable to the Issuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the Borrower's account or for the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) any Subsidiary), in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a of any Letter of Credit, and it shall be deemed to be the an obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofthereof and the Issuer shall, subject to the terms and conditions hereof, including Article V, promptly (but in no event later than three Business Days after such notification) issue a Letter of Credit. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) five days prior to the Revolving Loan Commitment Termination Date or and (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. All Existing Letters of Credit shall have been deemed to have been issued pursuant hereto, and from and after the Agreement Effective Date shall be subject to and governed by the terms and conditions hereof.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice prior to the then existing Stated Expiry Date of a Letter of Credit (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditIssuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of for the Borrower (whether Borrower's account or for the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) any Guarantor, in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section SECTION 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the BorrowerGuarantor). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) in the case of standby Letters of Credit, one year from the date of its issuance and, in the case of documentary Letters of Credit, 180 days from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than 30 days prior to the Revolving Loan Commitment Termination Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten five Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit’ notice, that the such L/C Issuer issue, issue or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.10. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuanceissuance and (ii) five Business Days prior to the Stated Maturity Date; provided, however, that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five Business Days prior to the Stated Maturity Date), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern.

Issuance Procedures. By delivering (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Mont Re delivered to (x) the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)Fronting Bank, in the case of Fronted Letters of Credit and (y) the LC Administrator, in the case of Several Letters of Credit (with a copy in each case to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Mont Re. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not later than 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not later than 11:00 a.m. at least three Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Several Letter of Credit denominated in Dollars, and (iii) not later than 11:00 a.m. at least four Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent and the Applicable Issuing Party may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable detail satisfactory to the IssuerApplicable Issuing Party: (A) prior the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) whether such Letter of Credit is to be issued as a Fronted Letter of Credit or a Several Letter of Credit (it being agreed that (x) all Letters of Credit denominated in an Alternative Currency will be Fronted Letters of Credit and (y) in the event a Lender advises the Administrative Agent and the LC Administrator that such Lender is unable (due to regulatory restrictions or other legal impediments) to issue a Several Letter of Credit because of its relationship to the then existing Stated Expiry Date of beneficiary, such Lender shall be a Participating Bank in such Several Letter of Credit, in ); and (H) such other matters as the Applicable Issuing Party may require. In the case of a request for the extension an amendment of the Stated Expiry Date of a any outstanding Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is Application shall specify in form and detail satisfactory to the Borrower or a Subsidiary of Applicable Issuing Party (w) the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the Applicable Issuing Party may provide for a Stated Expiry Date subsequent require. Additionally, Mont Re shall furnish to the earlier of (i) Applicable Issuing Party and the Revolving Loan Commitment Termination Date Administrative Agent such other documents and (ii) one year from the date of information pertaining to such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such requested Letter of Credit issued hereunder (whether issuance or amendment as the account party on such Letter of Credit is the Borrower Applicable Issuing Party or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereundermay require.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice period as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (or such other notice period as may be acceptable to the Issuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the Borrower's account or for the account party on such Letter of Credit is the Borrower or a any wholly-owned U.S. Subsidiary of the Borrower) Borrower that is a signatory to the Subsidiary Guaranty and the Subsidiary Security Agreement and whose outstanding Capital Stock is pledged to the Administrative Agent for the benefit of the Lenders pursuant to a Pledge Agreement), in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension7.1.10. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a of any Letter of Credit, and it shall be deemed to be the an obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a wholly-owned U.S. Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofthereof and the Issuer shall, subject to the terms and conditions hereof, including Article V, promptly (but in no event later than three Business Days after such notification) issue a Letter of Credit. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or and (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the applicable Issuer -------------------- and the Administrative Agent an Issuance Request on or before 12:00 noonp.m., New York City Boston, Massachusetts time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower and approved by such Issuer. In the Issuer, for event of any conflict between the purposes described in Section 7.1.9; provided, however, that no extension terms of the Stated Expiry Date Issuance Request and the terms of an outstanding Letter this Agreement, the terms of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionthis Agreement shall govern. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur ------------------ of (ia) the Stated Maturity Date for Revolving Loan Commitment Termination Date or Loans and (iib) one year from the date of its issuanceissuance (subject to automatic renewal provisions); provided, -------- however, that, notwithstanding the terms of this clause, a Letter of Credit may, ------- if required by the beneficiary thereof, contain automatic renewal provisions pursuant to which the Stated Expiry Date shall be automatically extended (to a date not beyond the date specified in clause (a) above), unless notice to the ---------- contrary shall have been given to the beneficiary prior to the then existing Stated Expiry Date in accordance with the terms specified in such Letter of Credit by the applicable Issuer or the account party of such Letter of Credit (which notice by the account party shall also have been provided to the applicable Issuer in writing). The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each payment of the letter of credit fees payable pursuant to Section 3.3.3, a report setting forth the daily maximum amount ------------- available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer other notice as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice prior to the then Existing Stated Expiry Date of a Letter of Credit (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditIssuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of for the Borrower (whether Borrower’s account or for the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) any Guarantor, in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the BorrowerGuarantor). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) in the case of standby Letters of Credit, one year from the date of its issuance and, in the case of documentary Letters of Credit, 180 days from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the any Borrower as to which any Issuer has a Letter of Credit Commitment may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the such Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the such Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of such Borrower denominated in the Borrower applicable Currency (whether issued for the account party of or on behalf of such Letter of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the such Borrower and approved by the such Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder by such Issuer at the request of such Borrower (whether the account party on such Letter of Credit is the such Borrower or a Subsidiary of the such Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly shall, in accordance with its usual business practices, notify the applicable Issuer and each Lender that has a Percentage of more than zero in respect of the relevant Revolving Loan Commitments thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no ), in the case of standby Letters of Credit, not later than the earlier date that is five Business Days prior to occur the sixth anniversary of (i) the Revolving Loan Commitment Termination Original Closing Date or (ii) and not later than one year from the date of its such issuance, and, in the case of commercial Letters of Credit, not later than the date that is thirty Business Days prior to the sixth anniversary of the Original Closing Date and not later than 180 days from the date of such issuance; provided, that, notwithstanding the terms of clause (ii) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended, unless notice to the contrary shall have been given to the beneficiary by the applicable Issuer or the account party more than a specified period prior to the then existing Stated Expiry Date. The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each Letter of Credit Fee payment, a report (which may be received from the applicable Issuer in respect of Foreign Currency Letters of Credit) setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than thirty (30) days prior to the Revolving Loan Commitment Termination Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten (3) Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit’ notice, that the such L/C Issuer issue, issue or extend the Stated Expiry Date (as defined hereinafter) of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.11. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or one (ii1) one year from the date of its issuance; and (ii) five (5) Business Days prior to the Maturity Date for the Revolving Loans; provided, however, that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date for the Revolving Loans), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, noon on a Business Day, the Borrower may, Borrowers may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)’ notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) ’ prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a standby Letter of CreditCredit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its sole discretion), that the an Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower Borrowers and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower)7.1.7. Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Borrower and the Issuer whether, after giving effect to the issuance of the applicable Letter of Credit, (i) the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of all Letter of Credit Outstandings would exceed the then existing Letter of Credit Commitment Amount and each Lender thereof(ii) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the then existing Revolving Loan Commitment Amount. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Termination Date or and (ii) one year (unless otherwise agreed to by an Issuer, in its sole discretion), thirteen months from the date of its issuance; provided that any Letter of Credit may provide for renewal periods of up to one year so long as such renewal periods do not exceed the date set forth in clause (i). The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. Notwithstanding the foregoing, all Letters of Credit issued hereunder shall be subject to the customary procedures of the applicable Issuer.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.on

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, noon on a Business Day, the Borrower may, Borrowers may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)’ notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) ’ prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a Letter of CreditCredit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its sole discretion), that the an Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the applicable Borrower and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower)7.1.7. Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Company and the Issuer whether, after giving effect to the issuance of the applicable Letter of Credit, (a) the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of all Letter of Credit Outstandings would exceed the then existing Letter of Credit Commitment Amount and each Lender thereof(b) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swingline Loans then outstanding would exceed the then existing Revolving Loan Commitment Amount. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Termination Date or and (ii) one year (unless otherwise agreed to by an Issuer, in its sole discretion), thirteen months from the date of its issuance; provided that any Letter of Credit may provide for renewal periods of up to one year so long as such renewal periods do not exceed the date set forth in clause (i). The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. Notwithstanding the foregoing, all Letters of Credit issued hereunder shall be subject to the customary procedures of the applicable Issuer.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination sixth anniversary of the Closing Date or (ii) one year from the date of its issuance; provided that, notwithstanding the terms of clause (ii) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended, unless notice to the contrary shall have been given to the beneficiary by the Issuer or the account party more than a specified period prior to the then existing Stated Expiry Date. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the any Borrower as to which any Issuer has a Letter of Credit Commitment may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the such Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the such Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of such Borrower denominated in the Borrower applicable Currency (whether issued for the account party of or on behalf of such Letter of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the such Borrower and approved by the such Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder by such Issuer at the request of such Borrower (whether the account party on such Letter of Credit is the such Borrower or a Subsidiary of the such Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly shall, in accordance with its usual business practices, notify the applicable Issuer and each Lender that has a Percentage of more than zero in respect of the relevant Revolving Loan Commitments thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no ), in the case of standby Letters of Credit, not later than the earlier date that is five Business Days prior to occur the sixth anniversary of (i) the Revolving Loan Commitment Termination Original Closing Date or (ii) and not later than one year from the date of its such issuance, and, in the case of commercial Letters of Credit, not later than the date that is thirty Business Days prior to the sixth anniversary of the Original Closing Date and not later than 180 days from the date of such issuance; provided that, notwithstanding the terms of clause (ii) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended, unless notice to the contrary shall have been given to the beneficiary by the applicable Issuer more than a specified period prior to the then existing Stated Expiry Date. The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each Letter of Credit Fee payment, a report (to the extent received from the applicable Issuer in respect of Foreign Currency Letters of Credit) setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon1:00 p.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice prior to the then existing Stated Expiry Date of a Letter of Credit (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditIssuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of for the Borrower (whether Borrower's account or for the account party on such Letter of Credit is the Borrower or a any wholly-owned U.S. Subsidiary of the Borrower) , in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionSECTION 7.1.5. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofIssuer. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) in the case of standby (including direct pay) Letters of Credit, one year from the date of its issuance and, in the case of documentary Letters of Credit, 180 days from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, noon on a Business Day, the Borrower may, Account Party may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the renewal or extension of the Stated Expiry Date of a standby Letter of CreditCredit (in each case, unless a shorter notice period is agreed to by the Issuer, in its sole discretion), that the Issuer issue, or renew or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower Account Party and approved by the Issuer, Issuer for the purposes described in Section 7.1.9general limited liability company purposes; provided, however, the Issuer agrees that no it will (a) issue a Letter of Credit the next Business Day so long as (i) the Issuance Request is received by the Administrative Agent prior to 12:00 noon on the Business Day before the proposed issuance of such Letter of Credit and (ii) the form of such Letter of Credit has either been previously reviewed and accepted by the Issuer and (b) amend or otherwise modify a Letter of Credit on the same Business Day the applicable Issuance Request is received so long as (i) the Issuance Request is received by the Administrative Agent prior to 12:00 noon on the Business Day of the proposed amendment or modification of such Letter of Credit and (ii) such amendments or modifications are limited to an increase or decrease in the Stated Amount of such Letter of Credit or an extension of the Stated Expiry Date of an outstanding such Letter of Credit. Notwithstanding the foregoing, in the event that the Account Party requests that the Issuer issue a Letter of Credit may provide for in a Stated Expiry Date subsequent form that it has not had the opportunity to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein review or in any separate application for any Letter of Creditapprove, the Borrower hereby acknowledges and Issuer agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each will issue such Letter of Credit issued hereunder (whether one Business Day after the account party on such form of the Letter of Credit is has been finalized among the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance RequestIssuer, the Administrative Agent shall promptly notify Account Party and the Issuer beneficiary and is in form satisfactory to each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuancethem. The Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderand a copy to the Account Party.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City Chicago time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Subsidiaries) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in clause (b) of Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly -41- 43 notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance; provided, notwithstanding the terms of clause (ii) above, that a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended (in each case, to the date no later than the earlier to occur of (x) the Revolving Loan Commitment Termination Date or (y) one year from the date of such automatic extension), unless notice to the contrary shall have been given to the beneficiary by the Issuer or the account party more than a specified period prior to the then existing Stated Expiry Date. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noonp.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower and approved by such Issuer. In the Issuer, for event of any conflict between the purposes described in Section 7.1.9; provided, however, that no extension terms of the Stated Expiry Date Issuance Request and the terms of an outstanding Letter this Agreement, the terms of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionthis Agreement shall govern. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt In the event the Borrower makes a request in respect of a Letter of Credit to be issued by an Issuer other than the Administrative Agent, the Borrower shall submit an Issuance Request, Request to such Issuer with a copy to the Administrative Agent shall promptly notify the Issuer and each Lender thereofAgent. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (ia) five Business Days prior to the Stated Maturity Date for Revolving Loan Commitment Termination Date or Loans and (iib) one year from the date of its issuanceissuance (subject to automatic renewal provisions); provided, however, that, notwithstanding the terms of this clause, a Letter of Credit may, if required by the beneficiary thereof, contain automatic renewal provisions pursuant to which the Stated Expiry Date shall be automatically extended (to a date not beyond the date specified in clause (a) above), unless notice to the contrary shall have been given to the beneficiary prior to the then existing Stated Expiry Date in accordance with the terms specified in such Letter of Credit by the applicable Issuer or the account party of such Letter of Credit (which notice by the account party shall also have been provided to the applicable Issuer in writing). The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, a complete list of all Letter of Credit activity for such week including such Issuer’s daily maximum amount available to be drawn under the Letters of Credit issued by it for the previous week. The Administrative Agent shall deliver to each Lender upon the issuance of each Letter of Credit, a notice, and upon each payment of the letter of credit fees payable pursuant to Section 3.3.3, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.