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

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Each Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon Concurrently with the delivery of an Application to an Issuing Lender, the relevant Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the relevant Borrower Representative(but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Each Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and relevant Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The U.S. Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an a U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to the relevant such U.S. Issuing Lender, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such U.S. Issuing Lender, and such other certificates, documents and other papers and information as such U.S. Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant applicable U.S. Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested U.S. Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date sum of amendmentAvailable U.S. Revolving Commitments and Available Canadian Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such U.S. Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the U.S. Letter of Credit requested thereby (but in no event shall any a U.S. Issuing Lender be required to issue any U.S. Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable U.S. Issuing Lenders Lender and the Borrower RepresentativeU.S. Borrower. Each The applicable U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the U.S. Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Each U.S. Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders Lenders, notice of the issuance of each U.S. Letter of Credit by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representative(but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Each Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an any Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents information describing the purpose of the Letter of Credit and other papers and information the location of the related project or development as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and such information describing the certificates, documents purpose of the Letter of Credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not be satisfied, the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 within three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and requested information relating thereto) thereto by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). No Issuing Lender shall issue any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders upon becoming aware that such conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of any Letter of Credit.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the relevant Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount and Currency thereof).

Procedure for Issuance of Letter of Credit. (a) The Any Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Applicable Issuing Lender Party issue a Letter of Credit by delivering to the relevant such Applicable Issuing Lender, with a copy to the Administrative Agent, Party at its address for notices specified herein (with a copy to the Administrative Agent at its address for notices specified herein) an Application therefor, indicating (i) whether such Letter of Credit is to be a Secured Letter of Credit or an Unsecured Letter of Credit and (ii) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit and otherwise completed to the satisfaction of such Applicable Issuing LenderParty, and such other certificates, documents and other papers and information as such Applicable Issuing Party may request; provided that in no event shall any Applicable Issuing Party other than Barclays Bank PLC or Citibank, N.A. and, with the consent of the Administrative Agent, one other Issuing Lender may request(and any of their respective Affiliates) issue any Letter of Credit denominated in Pounds Sterling. Promptly upon Upon receipt of any Application, the relevant Applicable Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender Party will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Applicable Issuing Lender Party be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Applicable Issuing Lenders Party and the Borrower Representativesuch Borrower. Each Such Applicable Issuing Lender Party shall furnish a copy of such Letter of Credit (i) to the such Borrower Representative and the Administrative Agent promptly following the issuance thereofthereof and (ii) in the case of a Several Letter of Credit, to each Lender. The Administrative Agent Each Applicable Issuing Party shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Company may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and, subject to the terms and conditions hereof (and otherwise so long as such Issuing Lender shall promptly not have received written notice from any Bank, the Administrative Agent or the Company at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 6.02 shall not then be satisfied), shall, on the requested date, issue the such Letter of Credit requested thereby or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative). Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent Company promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Banks, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, Lender (with a copy to the Administrative Agent), not later than 11:00 A.M., New York City time, at least three Business Days (or such later date and time as the Administrative Agent and the Issuing Lender may agree in a particular instance in their sole discretion) prior to proposed issuance date or date of amendment at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof) and the subsequent amendments, if any, of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Borrowers may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the L/C Issuer. Concurrently with the delivery of an Application to the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five three Business Days, in Days after the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its ’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrowers. The Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents information describing the purpose of the letter of credit and other papers and information the location of the related project or development as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and such information describing the certificates, documents purpose of the letter of credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not be satisfied, the Letter of Credit requested thereby within two (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a2) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and requested information relating thereto) thereto by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified to the relevant Borrower by such Issuing LenderLender an Application therefor, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Tranche A Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The U.S. Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request, which Application shall include (i) the date of issuance (which shall be a Business Day), (ii) the date on which such Letter of Credit is to expire (which shall comply with Section 3.1(a)), (iii) the currency in which such Letter of Credit is to be denominated (which shall comply with Section 3.1(a)), (iv) the amount of such Letter of Credit, (v) the name and address of the beneficiary thereof and (vi) such other information as shall be necessary to prepare and issue such Letter of Credit. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower Representative. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit G, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Promptly upon If the Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Upon receipt of any ApplicationLetter of Credit Request, the relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the ApplicationAvailable Revolving Credit Commitments to be less than zero, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender Bank issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Bank at its address for notices specified to the relevant Borrower by such Issuing LenderBank an Application therefor, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing LenderBank, and such other certificates, documents and other papers and information as such Issuing Lender Bank may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Bank shall any Issuing Lender Bank be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Bank and the Borrower RepresentativeBorrower. Each Such Issuing Lender Bank shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Bank shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that the Lender cause an Issuing Lender to issue a Letter of Credit by delivering to the relevant Lender and such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein in the ASOT Credit Agreement an Application therefor, completed to the satisfaction of such the Lender and the Issuing Lender, and such other certificates, documents and other papers and information as the Lender and such Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the ASOT Administrative Agent that the Administrative Agent has received a copy of the Applicationamount, the beneficiary and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date expiration of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, and upon receipt of confirmation from the ASOT Administrative Agent that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject after giving effect to the terms and conditions hereofrequested issuance, such Issuing the ASOT Available Revolving Commitments would not be less than zero, the Lender will process cause such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed by the Issuing Bank in accordance with its customary procedures and shall promptly issue cause the Letter of Credit requested thereby (but in no event shall any Issuing Lender to be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to issued by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing causing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by the Lender, Issuing Lenders Bank and the Borrower RepresentativeBorrower. Each Issuing The Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Lender shall promptly give notice to the ASOT Administrative Agent shall promptly furnish to as set forth in the Revolving Lenders notice ASOT Credit Agreement of the issuance of each Letter of Credit (including the face amount thereof), and shall provide a copy of such Letter of Credit to the ASOT Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The U.S. Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to the relevant U.S. Issuing Lender, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such the U.S. Issuing Lender, and such other certificates, documents and other papers and information as such the U.S. Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant U.S. Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested U.S. Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date sum of amendmentAvailable U.S. Revolving Commitments and Available Canadian Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such U.S. Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the U.S. Letter of Credit requested thereby (but in no event shall any the U.S. Issuing Lender be required to issue any U.S. Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the U.S. Issuing Lenders Lender and the Borrower RepresentativeU.S. Borrower. Each The U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the U.S. Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent U.S. Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders Lenders, notice of the issuance of each U.S. Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, with a copy to the Administrative Agent, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretotherefor) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to Lender and the Administrative Agent, Agent at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of such the relevant Issuing LenderLender and the Administrative Agent, and such other certificates, documents and other papers and information as such the Issuing Lender or the Administrative Agent may request. Promptly In the case of any Letter of Credit to be issued by an Issuing Lender which is a Lender, upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (ithree Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) five Business Days, in by issuing the case original of standby Letters such Letter of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees beneficiary thereof or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as otherwise may be agreed to by such Issuing Lender and the Borrower. In the case of any Letter of Credit not to be issued by an Issuing Lender which is a Lender, upon receipt of any Application, the Administrative Agent shall cause such Issuing Lender to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and to promptly issue the Letter of Credit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any particular instance) after, Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Administrative Agent and the Borrower RepresentativeBorrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount and expiration date thereof).

Procedure for Issuance of Letter of Credit. (a) The Each Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant such Issuing Lender will confirm verify with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to whether the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more Credit is permitted under Section 3.1 and following the receipt of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereofsuch verification, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall furnish a copy calculate the Dollar Equivalent of such Letter of Credit if it is to be denominated in a currency other than Dollars and shall notify the Company and such Issuing Lender of the amount of the Total Revolving Extensions of Credit after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the Borrower Representative requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent promptly following by the issuance thereof. The Administrative Agent shall promptly furnish Company) are to be borrowed or repaid prior to the Revolving Lenders notice requested date of the issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon issuance of each Letter of Credit the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (including i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount thereof)of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue or cause an Issuing L/C Bank to issue a Letter of Credit by delivering an Application therefor to the relevant such Issuing Lender, with a copy to the Administrative Agent, at its address their respective addresses for notices specified herein an Application thereforherein, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue or cause an Issuing L/C Bank to issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue or cause to be issued any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretothereto (or, if later, the Issuing L/C Bank Effective Date for the applicable Issuing L/C Bank)) by issuing or causing to be issued the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent applicable Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent notice of the issuance of each such Letter of Credit (including the amount thereof), together with a copy of such Letter of Credit, whereupon the Administrative Agent shall in turn promptly furnish such notice to the Lenders and a copy of such Letter of Credit to any Lender requesting the same.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to Lender and the Administrative Agent, Agent at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of such Issuing LenderLender and the Administrative Agent, and such other certificates, documents and other papers and information as such the Issuing Lender or the Administrative Agent may request. Promptly In the case of any Letter of Credit to be issued by an Issuing Lender which is a Lender, upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (ithree Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) five Business Days, in by issuing the case original of standby Letters such Letter of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees beneficiary thereof or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as otherwise may be agreed to by such Issuing Lender and the Borrower. In the case of any Letter of Credit to be issued by an Issuing Lender which is not a Lender, upon receipt of any Application, the Administrative Agent shall cause such Issuing Lender to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and to promptly issue the Letter of Credit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any particular instance) after, Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Administrative Agent and the Borrower RepresentativeBorrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount and expiration date thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Borrowers may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower RepresentativeBorrowers, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, issuance or amendment of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five three (3) Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 ten (10) Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower RepresentativeBorrowers. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative Borrowers and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof)) to the Revolving Lenders.

Procedure for Issuance of Letter of Credit. (a) The U.S. Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to the relevant U.S. Issuing Lender, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such the U.S. Issuing Lender, and such other certificates, documents and other papers and information as such the U.S. Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant U.S. Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested U.S. Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable U.S. Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such U.S. Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the U.S. Letter of Credit requested thereby (but in no event shall any the U.S. Issuing Lender be required to issue any U.S. Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the U.S. Issuing Lenders Lender and the Borrower RepresentativeU.S. Borrower. Each The U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the U.S. Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent U.S. Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders Lenders, notice of the issuance of each U.S. Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) an Application therefor to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application thereforon Schedule 1.1D or such other address as such Issuing Lender shall notify to the Borrower, completed to the satisfaction of such Issuing Lender, and such other certificatesinformation describing the purpose of the Letter of Credit, documents whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit and other papers and information the location of the related project or development as such Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and such information describing the certificates, documents purpose of the Letter of Credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.3 shall not be satisfied, the Letter of Credit requested thereby within two (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a2) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and requested information relating thereto) thereto by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering (i) to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request, and (ii) to the Administrative Agent copies of all such Applications, certificates, documents, and other papers and information. Promptly upon Upon receipt of any ApplicationApplication or copy thereof, the relevant Issuing Lender will confirm with (a) the Administrative Agent that shall inform the Administrative Agent has received a copy Issuing Lender of the Application, aggregate amount of Revolving Loans and if not, will furnish Swingline Loans then outstanding and (b) the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). The Issuing Lender shall also promptly notify the Administrative Agent of any other event that results in a change in the outstanding amount of the L/C Obligations.

Procedure for Issuance of Letter of Credit. (a) The Parent Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeParent Borrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Parent Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Any Subsidiary of the Parent Borrower may request the issuance of a Letter of Credit on the same terms as the Parent Borrower is entitled to do so, in which case (a) the Parent Borrower shall be unconditionally liable in respect thereof in accordance with the provisions of this Section 3 whether or not the Parent Borrower authorized such Subsidiary to request such Letter of Credit and (b) if requested by any such Subsidiary that is a Subsidiary Guarantor, both the Parent Borrower and such Subsidiary shall be account parties in respect of such Letter of Credit and shall be jointly and severally liable for all obligations of the Parent Borrower in respect of such Letter of Credit.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than three (i3) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall calculate the U.S. Dollar Equivalent of such Letter of Credit if it is to be denominated in an Alternate Currency and shall notify the Borrower and the Issuing Lender of the Aggregate Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Loans that (based upon notices delivered to the Administrative Agent by the Borrower) are expected to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon delivery of an Application therefor and the issuance thereof the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed $120,000,000, (ii) 105% of the U.S. Dollar Equivalent of the L/C Obligations applicable to Letters of Credit denominated in Alternate Currencies shall not exceed the lesser of (A) $40,000,000 and (B) the Availability and (iii) the Aggregate Exposure shall not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base.

Procedure for Issuance of Letter of Credit. (a) The A Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an the relevant Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may requestreasonably request in accordance with its customary procedures. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender prior to its issuance of a Letter of Credit shall obtain confirmation from the Administrative Agent that after giving effect to such issuance, (i) the L/C Obligations would not exceed the L/C Commitment, (ii) the Total Revolving Extensions of Credit would not exceed the Total Revolving Commitments and (iii) the Total Revolving Extensions of Credit to the Canadian Borrower would not exceed US$150,000,000 or the Canadian Dollar Equivalent thereof. Such Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Upon request by the Administrative Agent, each Issuing Lender shall report to the Administrative Agent the aggregate face amount of Letters of Credit issued by it and outstanding on any Business Day and such other information with respect to such Letters of Credit as may be requested.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit or amend a Letter of Credit, as the case may be, by delivering to the relevant Issuing Lender, with a copy to each of the Administrative Agent, Agent and the Issuing Lender at its respective address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly In the case of any Application for the initial issuance of a Letter of Credit, the Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice confirmation from the Administrative Agent or the Borrower Representative, at least two Business Days prior (which confirmation shall be given promptly) that after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier later than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each In the case of a request for an Application to amend any outstanding Letter of Credit, such Application shall specify in form and detail reasonably satisfactory to the Issuing Lender the Letter of Credit to be amended, the proposed date of amendment thereof (which shall be a Business Day), the nature of the proposed amendment and such other matters as the Issuing Lender may reasonably require. The Issuing Lender shall furnish a copy of such each Letter of Credit or amendment thereof to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance or amendment thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant such Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall Available Revolving Commitments would not then be satisfied, then, subject to the terms and conditions hereofless than zero, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Company or any Subsidiary Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an any Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lenders Lender and the Borrower RepresentativeCompany or relevant Subsidiary Borrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Company or relevant Subsidiary Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent relevant Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent notice of the issuance of each Letter of Credit (including the amount thereof). No Issuing Lender shall issue any Letter of Credit in the period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Administrative Agent shall immediately notify the Issuing Lenders upon becoming aware that such conditions in Section 5.2 are thereafter satisfied. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied in connection with the issuance of any Letter of Credit.

Procedure for Issuance of Letter of Credit. (a) The Each Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing the L/C Lender issue cause a Letter of Credit to be issued by delivering to the relevant L/C Lender and the Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefortherefor (which application may specify the requirements of any applicable Governmental Authority), completed to the satisfaction of such the L/C Lender and the Issuing Lender, and such other certificates, documents and other papers and information as such the L/C Lender or the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing L/C Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing L/C Lender will process cause such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed by the L/C Lender and the Issuing Lender in accordance with its customary procedures and shall promptly issue cause the Letter of Credit requested thereby to be issued (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit (a) to be issued earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing causing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by the L/C Lender, the Issuing Lenders Lender and the Borrower Representativerelevant Borrower. Each Issuing The L/C Lender shall furnish a copy of such Letter of Credit to the relevant Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent L/C Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing the L/C Lender issue cause a Letter of Credit to be issued by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, L/C Lender at its address for notices specified herein herein, an Application therefor, completed to the reasonable satisfaction of such Issuing the L/C Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing L/C Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing L/C Lender will process cause such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed by the L/C Lender and the Issuing Lender in accordance with its their respective customary procedures and shall cause the Issuing Lender to promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit (a) to be issued earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing causing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Issuing The L/C Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent L/C Lender shall promptly furnish to the Revolving Lenders Administrative Agent which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in after the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Syndication Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).. The letter of credit identified on Schedule 3.2 to the Disclosure Letter shall at all times on and after the Syndication Date (PROVIDED that on such date Union Bank of California, N.A. shall be a Lender party hereto) be deemed to be a "Letter of Credit" for all purposes of this Agreement and the other Loan Documents, and, Union Bank of California, N.A. shall be the "Issuing Lender" in respect thereof. 3.3

Procedure for Issuance of Letter of Credit. (a) The A Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an the relevant Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may requestreasonably request in accordance with its customary procedures. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender prior to its issuance of a Letter of Credit shall obtain confirmation from the Administrative Agent that after giving effect to such issuance, (i) the L/C Obligations would not exceed the L/C Commitment, (ii) the aggregate amount of the Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would not exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Total Revolving Extensions of Credit denominated in Canadian Dollars would not exceed the Canadian Dollar Equivalent of US$150,000,000 and (iv) the Total Revolving Extensions of Credit denominated in Euros would not exceed the Euro Equivalent of US$200,000,000. Such Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Tranche 1 Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Upon request by the Administrative Agent, each Issuing Lender shall report to the Administrative Agent the aggregate face amount of Letters of Credit issued by it and outstanding on any Business Day and such other information with respect to such Letters of Credit as may be requested.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Borrowers may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the Issuing Lender. Concurrently with the delivery of an Application to the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an after the Issuing Lender in any particular instance) after, its Lxxxxx’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrowers. The Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The US Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a US Borrower Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the US Borrower Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any US Borrower Letter of Credit (a) earlier than (i) three Business Days, in the case of standby letters of credit or similar agreements or (ii) five Business Days, in the case of standby Letters commercial letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, credit or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an the Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such US Borrower Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeUS Borrower. Each The Issuing Lender shall furnish a copy of such US Borrower Letter of Credit to the US Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the US Borrower Revolving Lenders Lenders, notice of the issuance of each US Borrower Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified to the relevant Borrower by such Issuing LenderLender an Application therefor, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit G, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date. If the Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Promptly upon Upon receipt of any ApplicationLetter of Credit Request, the relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the ApplicationAvailable Revolving Credit Commitments to be less than zero, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than two (i2) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the applicable Issuing Lender Bank issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Bank at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing LenderBank, and such other certificates, documents and other papers and information as such Issuing Lender Bank may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, after confirming with the Administrative Agent that the provisions of the proviso to the first sentence of Section 4.1 are then satisfied, shall promptly (and, in any event, within five Banking Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender Bank be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business two Banking Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Bank and the Borrower RepresentativeBorrower. Each Such Issuing Lender Bank shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent thereof and shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Revolving Lenders Banks, notice of the issuance of each Letter of Credit (including the amount thereof); provided that, with respect to commercial Letters of Credit, the Administrative Agent need not furnish such notice of issuance to the Revolving Banks more frequently than once per calendar quarter.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant such Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of written confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, none of the applicable Letter of Credit, that one or more statements specified in clauses (i) through (iv) of the conditions contained in first sentence of Section 5 shall not then 3.7(a) would be satisfied, then, subject to the terms and conditions hereoftrue, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an any Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein in accordance with the provisions of Section 10.2 an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may requestreasonably request consistent with its customary business practices for comparable transactions (it being expressly understood and agreed by each Issuing Lender that the terms and provisions of each such Application shall be consistent with the terms and provisions of this Agreement). Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in [CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO THE FREEDOM OF INFORMATION ACT] connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent relevant Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.3 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders upon becoming aware that such conditions in Section 5.3 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.3 have been satisfied or waived in connection with the issuance of any Letter of Credit.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject Subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the each Letter of Credit requested thereby shall be issued (but or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days' prior notice thereof waivable by the Administrative Agent by delivery to the address set forth in no event Section 9.2 of an Application for Issuance to the Administrative Agent (which shall any promptly distribute copies thereof to the Tranche A Lenders or Tranche B Lenders, whichever is applicable) and the Issuing Lender be required to issue any Letter of Credit (a) earlier than Bank. Each Application for Issuance shall specify (i) five the date (which shall be a Business Days, in the case Day) of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original issuance of such Letter of Credit to (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof, (ii) the proposed stated amount of such Letter of Credit, (iii) the name and address of the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit and (iv) a statement of drawing conditions applicable to such Letter of Credit, and if such Application for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Application for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Application for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Agent, which shall promptly furnish copies thereof to the Revolving Tranche A Lenders notice of the issuance of each Letter of Credit (including the amount thereof)or Tranche B Lenders, whichever is applicable.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an a completed Application therefor, completed to the satisfaction of such Issuing Lender, therefore and such any other certificates, documents and other papers and information as required pursuant to the Application. Each such notice may be revoked telephonically by the Borrower to the Issuing Lender may requestand the Administrative Agent any time prior to the issuance of the Letter of Credit, provided that such revocation is confirmed in writing by the Borrower to the Issuing Lender and the Administrative Agent within one Business Day by facsimile. Promptly upon Concurrently with the delivery of an Application to the Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower Representative(but in no event shall the Issuing Lender fail to issue any Letter of Credit within three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Each Promptly after issuance by the Issuing Lender of a Letter of Credit, the Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrower. The Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by the Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The i)The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified to the relevant Borrower by such Issuing LenderLender an Application therefor, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such 134 US-DOCS\123668313.8 amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Tranche A Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit H, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Promptly upon If the Issuing Lender shall so reasonably request, each Letter of Credit shall be accompanied by an Application. Upon receipt of any ApplicationLetter of Credit Request, the relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the ApplicationAvailable Revolving Credit Commitments to be less than zero, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefortherefor (including by telecopy), completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may requestrequest at least three Business Days before the date on which the Borrower desires the Issuing Lender to issue such Letter of Credit. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, the (i) Total Revolving Extensions of Credit would not exceed the lesser of (A) Senior Debt Limit at such time, (B) Borrowing Base at such time or one Business Day prior to (C) the requested date of amendmentTotal Revolving Commitments at such time, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Administrative Agent and the Issuing Lender, with a copy to the Administrative Agent, Lender at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and upon receipt of confirmation from the Administrative Agent that its records show that after giving effect to such issuance the (x) Available Revolving Commitments would not be less than zero and (y) the L/C Obligations would not exceed the L/C Commitment, shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Effective Date, prior to) the Closing Effective Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon receipt of any Application, the relevant such Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, Representative at least two (2) Business Days prior to the requested date of issuance, or one (1) Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five three (3) Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 ten (10) Business Days Days, (or in each case such shorter period as may be agreed to by an the applicable Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable Issuing Lenders Lender and the Borrower Representative. Each The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). No Issuing Lender shall issue any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders upon becoming aware that such conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of any Letter of Credit.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Borrowers may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the Issuing Lender. Concurrently with the delivery of an Application to the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five three Business Days, in Days after the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its ’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrowers. The Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Borrowers may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Concurrently with the delivery of an Application to the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five three Business Days, in Days after the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its 's receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrowers. The Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Effective Date, prior to) the Closing Effective Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon receipt of any Application, the relevant such Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, Representative at least two (2) Business Days prior to the requested date of issuance, or one (1) Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five three (3) Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 ten (10) Business Days Days, (or in each case such shorter period as may be agreed to by an the applicable Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable Issuing Lenders Lender and the Borrower Representative. Each The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The A Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an the relevant Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may requestreasonably request in accordance with its customary procedures. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender prior to its issuance of a Letter of Credit shall obtain confirmation from the Administrative Agent that after giving effect to such issuance, (i) the L/C Obligations would not exceed the L/C Commitment, (ii) the aggregate amount of the Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would not exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time and (iii) the Total Revolving Extensions of Credit to the Canadian Borrower would not exceed US$150,000,000 or the Canadian Dollar Equivalent thereof. Such Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Tranche 1 Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Upon request by the Administrative Agent, each Issuing Lender shall report to the Administrative Agent the aggregate face amount of Letters of Credit issued by it and outstanding on any Business Day and such other information with respect to such Letters of Credit as may be requested.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five three Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days Days, (or in each case such shorter period as may be agreed to by an the Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit I, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Promptly upon If the Issuing Lender shall so reasonably request, each Letter of Credit shall be accompanied by an Application. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of CreditCredit Request, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary procedures procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request and that the terms and conditions of the requested Letter of Credit are acceptable to it, shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representative(but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto), provided that, such Issuing Lender may, prior to the issuance of any original Letter of Credit, request the Borrower obtain confirmation from the beneficiary thereof that the form of such Letter of Credit is acceptable. Each Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents information describing the purpose of the letter of credit and other papers and information the location of the related project or development as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and such information describing the certificates, documents purpose of the letter of credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not be satisfied, the Letter of Credit requested thereby within two (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a2) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and requested information relating thereto) thereto by issuing the original of such Letter of Credit to (i) the beneficiary thereof thereof, (ii) upon the request of the Person submitting such Application (the “Applicant”), the Applicant, or (iii) as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the relevant Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit (including the amount thereof)issued by it.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Borrowers may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the L/C IssuerIssuing Lender. Concurrently with the delivery of an Application to the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five three Business Days, in Days after the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its ’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrowers. The Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior the Available Revolving Commitments would not be less than zero and the other conditions to the requested date extension of amendmentcredit as described in Article 5 have been satisfied (or waived by the Required Lenders), as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The US Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an a US Issuing Lender issue a US Letter of Credit by delivering to the relevant such US Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such US Issuing Lender, and such other certificates, documents and other papers and information as such US Issuing Lender may reasonably request. Promptly upon Concurrently with the delivery of an Application to a US Issuing Lender, the US Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such US Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the US Letter of Credit requested thereby by issuing the original of such US Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such US Issuing Lender and the US Borrower (but in no event shall any US Issuing Lender be required to issue any US Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original a US Issuing Lender of such a US Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Credit, such US Issuing Lender shall furnish a copy of such US Letter of Credit to the Borrower Representative and US Borrower, as applicable. Each US Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each US Letter of Credit issued by such US Issuing Lender (including the face amount thereof), and shall provide a copy of such US Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may ------------------------------------------ from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, Lender (with a copy to the Administrative Agent, ) at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly (but in no event more than five Business Days following the receipt of such Application) issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower Representative(but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Each Promptly after issuance by the Issuing Lender of a Letter of Credit, the Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrower. The Issuing Lender shall, within three days of such issuance, give to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof). Upon the written request of any Revolving Credit Lender, the Administrative Agent will, within three Business Days of such request, inform such Revolving Credit Lender of the aggregate drawable amount of all Letters of Credit outstanding on the date of such request.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative TMP may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant an Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall Available Revolving Commitments would not then be satisfied, then, subject to the terms and conditions hereofless than zero, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeTMP. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and TMP (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, and such other customary certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Such Application must be received by the Issuing Lender not later than 1:00 p.m. (New York City time) at least five Business Days (or such shorter period as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith (if any) in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an the Issuing Lender may agree in any a particular instanceinstance in its sole discretion) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Borrowers may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender and signed by a Responsible Officer and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Issuing Lender shall promptly furnish CHAR1\1969725v1CHAR1\1969725v3 to the Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). The Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Procedure for Issuance of Letter of Credit. (a) The Each Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant such Issuing Lender will confirm verify with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to whether the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more Credit is permitted under Section 3.1 and following the receipt of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereofsuch verification, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall furnish a copy calculate the Dollar Equivalent of such Letter of Credit if it is to be denominated in Euro and shall notify the Company and such Issuing Lender of the amount of the Total Revolving Extensions of Credit after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the Borrower Representative requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent promptly following by the Company) are to be borrowed or repaid prior to the requested date of issuance thereofof such Letter of Credit. The Administrative Agent A Letter of Credit shall be issued only if (and upon issuance of each Letter of Credit the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment and (ii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit for the Borrower's own account or for the account of any Subsidiary of the Borrower (provided that the Borrower will be a co-applicant and a co-obligor with respect to each Letter of Credit issued for the account of any such Subsidiary) by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefortherefor (with a copy to the Administrative Agent), completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant an Issuing Lender will (x) confirm with the Administrative Agent that the Administrative Agent has received a copy Excess Availability, prior to giving effect to any Reserves with respect to such Letter of Credit on the date of the Application, proposed issuance of Letter of Credit shall be equal to or greater than one hundred (100%) percent of the face amount thereof and if not, will furnish all other commitments and obligations made or incurred by the Administrative Agent with a copy thereof. Unless respect thereto, and (y) if the Excess Availability is equal to or greater than such amount, as confirmed to the relevant Issuing Lender has received written notice from by the Administrative Agent or the Borrower RepresentativeAgent, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representative(but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Each Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Administrative Agent. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof). Notwithstanding anything to the contrary contained herein, with respect to any Letter of Credit to be issued by First Union, the Borrower shall submit any request for a Letter of Credit to the Administrative Agent, together with an Application therefor, completed in accordance with customary documentation and procedures established by the Administrative Agent and First Union. Subject to the terms and conditions contained herein, upon receipt and approval by the Administrative Agent of an Application for a Letter of Credit to be issued by First Union, duly executed and delivered by the Borrower, the Administrative Agent shall execute such Application as co-applicant with the Borrower and indemnitor of First Union as the issuer of the Letter of Credit subject to such Application and deliver such Application to First Union. All obligations of the Borrower hereunder to First Union as Issuing Lender with respect to any such Letter of Credit shall instead be owed to the Administrative Agent and with respect to such Letters of Credit, the Administrative Agent shall be deemed the Issuing Lender for purposes of this Agreement, except with respect to the fronting fee provided for in Section 3.3(a) hereof and the costs and expenses provided for in Section 3.3(b). The Administrative Agent may, at its option, charge such fees to the loan account of the Borrower maintained by the Administrative Agent.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit G, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date. If the Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Promptly upon Upon receipt of any ApplicationLetter of Credit Request, the relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the ApplicationAvailable Revolving Credit Commitments to be less than zero, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than two (i2) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower Representative and such CHAR1\1740645v10 notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, Lender (with a copy to the Administrative Agent), not later than 11:00 A.M., New York City time, at least three Business Days (or such later date and time as the Administrative Agent and the Issuing Lender may agree in a particular instance in their sole discretion) prior to proposed issuance date or date of amendment at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof) and the subsequent amendments, if any, of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefortherefor (including by telecopy), completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may requestrequest at least three Business Days before the date on which the Borrower desires the Issuing Lender to issue such Letter of Credit. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, the (i) Total Revolving Extensions of Credit would not exceed the (A) Senior Debt Limit at such time or one Business Day prior to the requested date of amendment(B) Borrowing Base then in effect, as appropriate, (ii) Available Revolving Commitments of the applicable Letter of CreditLenders would not be less than zero and (iii) if (x) such issuance is requested on or after the Extension Date and (y) the Outstanding 7-7/8% Note Amount is greater than $10,000,000 at such time, that one or more the Outstanding 7-7/8% Note Amount shall not exceed the lesser of the conditions contained in Section 5 shall not then be satisfiedAvailable Revolving Commitments of the Lenders and the Unused Borrowing Base, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof).therefor

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor specifying the purpose therefor, completed to the satisfaction of such the Issuing Lender, the certificate of a Responsible Officer of the Borrower and such other certificates, documents and other papers and information as such the Issuing Lender may request, with a copy to the General Administrative Agent. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior agrees to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower, provided, (a) that no Tranche A Letter of Credit to provide financial assurance of reclamation, clean up or other similar changes shall be issued unless and until the General Administrative Agent shall have reasonably determined that such additional financial assurance is required in the amount and at the time requested and that the Loan Party that owns the site or operation in respect of which such assurance is requested is likely to fully perform the obligations supported by such Letter of Credit and (b) that no Tranche B Letter of Credit for increased financial assurances shall be issued unless and until the General Administrative Agent shall have reasonably determined that such additional financial assurance is required in the amount and at the time requested. Each The Issuing Lender shall furnish a copy of such each Letter of Credit by it hereunder to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders General Administrative Agent, which shall in turn promptly furnish to the L/C Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, the certificate of a Responsible Officer of the Borrower and such other certificates, documents and other papers and information as such the Issuing Lender may request, with a copy to the General Administrative Agent. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior agrees to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower, PROVIDED, that no Letter of Credit to provide financial assurance of reclamation, clean up or other similar changes shall be issued unless and until the General Administrative Agent shall have reasonably determined, that such additional financial assurance is required in the amount and at the time requested and that the Loan Party that owns the site or operation in respect of which such assurance is requested is likely to fully perform the obligations supported by such Letter of Credit. Each The Issuing Lender shall furnish a copy of such each Letter of Credit by it hereunder to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders General Administrative Agent, which shall in turn promptly furnish to the L/C Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with an expiration in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with an expiration in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Termination Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may - 58 - be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. (a) The Each Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit G, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date. If the Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Promptly upon Upon receipt of any ApplicationLetter of Credit Request, the relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment, (ii) the aggregate amount of the Application, and if not, will furnish Available Revolving Credit Commitments to be less than zero or (iii) the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, sum of the applicable Letter aggregate amount of CreditRevolving Credit Loans outstanding to a Borrower plus the aggregate amount of L/C Obligations of such Borrower to exceed the Sublimit for such Borrower, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than two (i2) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders applicable Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall furnish promptly notify the Administrative Agent and the applicable Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall calculate the U.S. Dollar Equivalent of such Letter of Credit if it is to be denominated in an Alternate Currency and shall notify the Borrower and the Issuing Lender of the Aggregate Exposure after giving effect to (a) the issuance of such Letter of Credit and (b) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon delivery of an Application therefor and the issuance thereof the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed $120,000,000, (ii) 105% of the U.S. Dollar Equivalent of the L/C Obligations applicable to Letters of Credit denominated in Alternate Currencies shall not exceed the lesser of (A) $40,000,000 and (B) the Availability and (iii) the Aggregate Exposure shall not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified to the relevant Borrower by such Issuing LenderLender an Application therefor, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of 121 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant such Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of written confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, Available Revolving Commitmentsnone of the applicable Letter of Credit, that one or more statements specified in clauses (i) through (iv) of the conditions contained in first sentence of Section 5 shall 3.7(a) would not then be satisfied, then, subject to the terms and conditions hereofless than zerotrue, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Each Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing the L/C Lender issue cause a Letter of Credit to be issued by delivering to the relevant L/C Lender and the Issuing Lender, with a copy to the Administrative Agent, Bank at its address for notices specified herein an Application therefor, completed to the satisfaction of such the L/C Lender and the Issuing LenderBank, and such other certificates, documents and other papers and information as such the L/C Lender and the Issuing Lender Bank may request. Promptly upon Upon receipt of any Application, the relevant Issuing L/C Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing L/C Lender will process cause such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed by the L/C Lender and the Issuing Bank in accordance with its customary procedures and shall promptly issue cause the Letter of Credit requested thereby to be issued (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit (a) to be issued earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing causing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by the L/C Lender, the Issuing Lenders Bank and the Borrower Representativerelevant Borrower. Each Issuing The L/C Lender shall furnish a copy of such Letter of Credit to the relevant Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent L/C Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant applicable Issuing Lender, with a copy to Lender and the Administrative Agent, Agent at its their address for notices specified herein a request and an Application therefor, completed to the satisfaction of such the applicable Issuing Lender, and such other certificates, documents and other papers and information as such the applicable Issuing Lender may request, including a continuing agreement (or other letter of credit agreement) for the issuance of Letters of Credit as required by the respective Issuing Lender and using such Issuing Lender’s standard form. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, 57 documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and, unless it has received written notice from the Administrative Agent at least one (1) Business Day prior to the requested date of issuance that a Default or Event of Default has occurred and is continuing, shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than three (i3) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent applicable Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative or any of its Subsidiaries may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit (and all amendments, renewals and extensions thereof) to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefortherefor (including by telecopy), completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior after giving effect to the requested date of issuance, or one Business Day prior to the requested (i) Total Revolving Extensions of Credit would not exceed the lesser of (A) Senior Debt Limit at such time, (B) if the Borrowing Base is in effect on the date of amendment, as appropriate, of the applicable Letter of CreditCredit is issued, that one the Borrowing Base on such date or more of (C) the conditions contained in Section 5 shall not then be satisfiedTotal Revolving Commitments at such time, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any thereby; provided, however, the Issuing Lender shall not be required to issue any Letter of Credit earlier than (a) earlier than (i) five three Business Days, Days in the case of standby Letters a new Letter of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 one Business Days (or Day in the case of an amendment of an existing Letter of Credit, in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Company -------------------------------------------------------- may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit for the account of the Company or for the account of the Company and an L/C Subsidiary, jointly and severally, by delivering to the relevant Issuing Lender, Lender (with a copy to the Administrative Agent, ) at its address for notices specified herein or as separately notified to the Company by such Issuing Lender an Application therefor, completed to the satisfaction of such the relevant Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request; and in such request the Company shall specify whether the requested Letter of Credit is to be a US$ Letter of Credit or Supplemental Letter of Credit (subject to the requirements of Section 9.2(d)). Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lenders Lender and the Borrower RepresentativeCompany. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Company and, if relevant, the Administrative Agent L/C Subsidiary, promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall calculate the U.S. Dollar Equivalent of such Letter of Credit if it is to be denominated in an Alternate Currency and shall notify the Borrower and the Issuing Lender of the Aggregate Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Loans that (based upon notices delivered to the Administrative Agent by the Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon delivery of an Application therefor and the issuance thereof the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed $100,000,000, (ii) 105% of the U.S. Dollar Equivalent of the L/C Obligations applicable to Letters of Credit denominated in Alternate Currencies shall not exceed the lesser of (A) $25,000,000 and (B) the Availability and (iii) the Aggregate Exposure shall not exceed the lesser of (A) the Aggregate Commitment, (B) the Borrowing Base and (C) the Availability Blocker, if applicable.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly upon Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the 97 beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with an expiration in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with an expiration in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Termination Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may ------------------------------------------ from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to Lender and the Administrative Agent, Agent at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of such the relevant Issuing LenderLender and the Administrative Agent, and such other certificates, documents and other papers and information as such the Issuing Lender or the Administrative Agent may request. Promptly In the case of any Letter of Credit to be issued by an Issuing Lender which is a Lender, upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (ithree Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) five Business Days, in by issuing the case original of standby Letters such Letter of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees beneficiary thereof or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as otherwise may be agreed to by such Issuing Lender and the Borrower. In the case of any Letter of Credit not to be issued by an Issuing Lender which is a Lender, upon receipt of any Application, the Administrative Agent shall cause such Issuing Lender to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and to promptly issue the Letter of Credit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any particular instance) after, Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Administrative Agent and the Borrower RepresentativeBorrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount and expiration date thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an a specified Issuing Lender issue a Letter of Credit or amend a Letter of Credit issued by such Issuing Lender, as the case may be, by delivering to the relevant Issuing Lender, with a copy to each of the Administrative Agent, Agent and the applicable Issuing Lender at its respective address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Promptly In the case of any Application for the initial issuance of a Letter of Credit, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice confirmation from the Administrative Agent or the Borrower Representative, at least two Business Days prior (which confirmation shall be given promptly) that after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall Available Revolving Commitments would not then be satisfied, then, subject to the terms and conditions hereofless than zero, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier later than (i) five Business Days, Days after the receipt of an Application that is complete in the case opinion of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. In the case of a request for an Application to amend any outstanding Letter of Credit, such Application shall specify in form and detail reasonably satisfactory to such Issuing Lender the Letter of Credit to be amended, the proposed date of amendment thereof (which shall be a Business Day), the nature of the proposed amendment and such other matters as such Issuing Lender may reasonably require. Each Issuing Lender shall furnish a copy of such each Letter of Credit or amendment thereof to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance or amendment thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in after the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Syndication Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). The letter of credit identified on Schedule 3.2 to the Disclosure Letter shall at all times on and after the Syndication Date (PROVIDED that on such date Union Bank of California, N.A. shall be a Lender party hereto) be deemed to be a Letter of Credit for all purposes of this Agreement and the other Loan Documents, and, Union Bank of California, N.A. shall be the Issuing Lender in respect thereof.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the result of (a) the Available Commitments minus (b) the aggregate amount of reserves established (and then in effect) by the Administrative Agent has received a copy of pursuant to Section 2.1(b), would not be less than zero, the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an any Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an Application therefortherefor (which shall (a) certify that the Aggregate Extensions of Credit, after giving effect to the issuance of the requested Letter of Credit, do not exceed the Borrowing Base reflected on the most recent Borrowing Base Certificate delivered to the Administrative Agent under Section 6.2(e) and (b) specify (i) the then applicable Excepted Secured Debt Amount and (ii) the Utilized Secured Debt Amount, both before and after giving effect to the issuance of the requested Letter of Credit), completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue the L/C Arranger cause a Letter of Credit to be issued by an Issuing Lender by delivering to the relevant Issuing LenderL/C Arranger, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such Issuing Lenderthe L/C Arranger, and such other certificates, documents and other papers and information as such Issuing Lender the L/C Arranger may request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the ApplicationL/C Arranger will, and if not, will furnish the Administrative Agent with a copy thereof. Unless cause such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representativeto, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures procedures, and shall the L/C Arranger will promptly cause such Issuing Lender to issue the Letter of Credit requested thereby by causing the original of such Letter of Credit to be issued to the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable) or as otherwise may be agreed to by the L/C Arranger, such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its after the L/C Arranger’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender L/C Arranger shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereofAgent. The L/C Arranger shall promptly give notice to the Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender Bank issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Bank at its address for notices specified to the relevant Borrower by such Issuing LenderBank an Application therefor, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing LenderBank, and such other certificates, documents and other papers and information as such Issuing Lender Bank may reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Bank shall any Issuing Lender Bank be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Bank and the Borrower RepresentativeBorrower. Each Such Issuing Lender Bank shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Each Issuing Bank shall prompt ly furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The A Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an the relevant Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, Lender at its address for notices specified herein an the relevant Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may requestreasonably request in accordance with its customary procedures. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any such Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender prior to its issuance of a Letter of Credit shall obtain confirmation from the Administrative Agent that after giving effect to such issuance, (i) the L/C Obligations would not exceed the L/C Commitment, (ii) the aggregate amount of the Revolving Extensions of Credit of the Tranche 1 Revolving Lenders outstanding at such time would not exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time or (iii) (x) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit issued by the relevant Issuing Lender and (y) the aggregate amount of drawings under Letters of Credit issued by the relevant Issuing Lender that have not then been reimbursed pursuant to Section 3.5 would not exceed the L/C Sublimit for the relevant Issuing Lender. Such Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Tranche 1 Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Upon request by the Administrative Agent, each Issuing Lender shall report to the Administrative Agent the aggregate face amount of Letters of Credit issued by it and outstanding on any Business Day and such other information with respect to such Letters of Credit as may be requested.