Common use of Request for Issuance Clause in Contracts

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

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

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied3.03, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 9.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireIssuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

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

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than (i) 11:00 A.M. (New York City time) in the case of any proposed issuance under the Letter of Credit A Facility or Letter of Credit B-1 Facility and (ii) 11:00 A. M. (London time) in the case of any proposed issuance under the Letter of Credit B-2 Facility, in each case on the fifth second Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the any Crompton A Borrower to any Issuing BankBank under the Letter of Credit A Facility, and such by the Uniroyal B-1 Borrower to any Issuing Bank under the Letter of Credit B-1 Facility or by any B-2 Borrower to any Issuing Bank under the Letter of Credit B-2 Facility, which shall give to the Agent, Agent and each Appropriate Lender prompt notice thereofthereof by telex or telecopier. No Letter of Credit shall be issued hereunder for the account of any B-3 Borrower. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier telex or telecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit, (E) Facility under which such Letter of Credit is to be issued and (EF) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the relevant Borrower shall agree for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice issuance from any Lender or the Agent, Appropriate Lenders holding at least one Business Day prior to the requested date of Issuance or amendment 51% of the applicable Letter of CreditWorking Capital A Commitments, that one Working Capital B-1 Commitments or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendmentWorking Capital B-2 Commitments, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. AdditionallyBank will, the Borrower shall furnish to upon fulfillment of the applicable Issuing Bank and the Agent conditions set forth in Article III, make such other documents and information pertaining to such requested Letter of Credit available to the Borrower requesting the issuance of such Letter of Credit at its office referred to in Section 8.02 or amendment, as otherwise agreed with such Issuing Bank or the Agent may reasonably requireBorrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier facsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency (which shall be a Major Currency or Dollars) of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit AgreementApplication”). If (A) the requested form of such Letter of Credit, in the reasonable judgment of the Issuing Bank, conforms to standard practices of financial institutions that regularly issue letters of credit, (B) the issuance of a letter of credit to the beneficiary of such Letter of Credit is acceptable would not, in the reasonable judgment of the Issuing Bank, violate or conflict with (y) any regulatory or legal restriction applicable to such the Issuing Bank, or (z) any internal policy, procedure or guideline of, the Issuing Bank in its reasonable discretion that is consistent with standard practices of financial institutions that regularly issue letters of credit and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such C) the Issuing Bank has not received written notice from form any Lender Lender, the Agent or the Agentany Borrower, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 3.03 shall not then be satisfied, thenthen such Issuing Bank will, subject to upon fulfillment of the terms and applicable conditions hereofset forth in Article III, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the An Issuing Banks may send Bank that issues a Letter of Credit or conduct any communication which expires prior to or from the beneficiary via Termination Date but provides for automatic extension of the Society for Worldwide Interbank Financial Telecommunication expiry date will not exercise its right to prevent the automatic extension of the expiry date unless ("SWIFT"i) message or overnight courierthe applicable conditions set forth in Section 3.03 are not satisfied as to the date of such Issuing Bank’s required notice of non-extension, or any other commercially reasonable means of communicating with a beneficiary(ii) such automatic extension would extend the expiry date beyond the Termination Date.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelecopier, confirmed immediately in writingemail or other electronic transmission, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than the earlier of (1) one year after the Issuance thereof (or one year after its renewal or extension) and (2) ten Business Days before the latest Termination Date of Tranche A Lenders having Tranche A Commitments equal to an amount not less than the Available Amount of such Letter of Credit), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, if in its reasonable discretion it elects to do so, and unless such Issuing Bank has received written any Tranche A Lender gives prior notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requirethat the applicable conditions of Article III would not be satisfied at the time of such Issuance, upon fulfillment of the applicable conditions set forth in Section 3.03, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Whenever a U.S. Borrower desires the issuance of a Letter of Credit Credit, it shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior deliver to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance Administrative Agent a request for issuance of a Letter of Credit no later than Noon (a “Notice New York time) at least three Busi- ness Days, or such shorter period as may be agreed to by any Issuing Bank in any particular instance, in advance of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) proposed date of such Issuance issuance; provided that a Letter of Credit denominated in a currency other than U.S. Dollars, Canadian Dollars or Pounds Sterling will be issued as soon as available, which may be more than three Business Days after the request therefor. The request for issuance with respect to any Letter of Credit shall specify (i) the proposed date of issuance (which shall be a Business Day), (Bbusiness day under the laws of the jurisdiction of the Issuing Bank) Available Amount of such Letter of Credit, (Cii) expiration date the face amount and currency of such Letter of Credit, (Diii) the expiration date of such Letter of Credit and (iv) the name and address of the beneficiary of such Letter of Credit and (E) form Credit. As soon as practicable after delivery of such request for issuance of a Letter of Credit. Each , the Issuing Bank for such Letter of Credit shall be issued pursuant determined as provided in Section 1.13(c). Prior to such application and agreement for letter the date of credit as such Issuing Bank issuance, the Applicable Borrower shall specify a precise description of the documents and the Borrower shall agree for use in connection with such requested Letter verbatim text of Credit (a “Letter of Credit Agreement”). If any certificate to be presented by the requested form beneficiary of such Letter of Credit is acceptable to which, if presented by such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day beneficiary prior to the requested expiration date of Issuance or amendment of the applicable Letter of Credit, would require the Issuing Bank to make payment under the Letter of Credit; provided that one or more applicable conditions contained the Issuing Bank, in Section 3.02 its sole judgment, may require changes in any such documents and certificates; and provided, further, that no Letter of Credit shall not then require payment against a conforming draft to be satisfied, then, subject to made thereunder earlier than Noon in the terms and conditions hereof, time zone of the Issuing Bank on the requested dateBusiness Day (which shall be a business day under the laws of the jurisdiction of the Issuing Bank) next succeeding the Business Day (which shall be a Business Day under the laws of the jurisdiction of the Issuing Bank) that such draft is presented. In determining whether to pay under any Letter of Credit, issue the Issuing Bank shall be responsible only to determine that the documents and certificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit. Promptly after receipt of a request for issuance of a Letter of Credit for and the account determination of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. AdditionallyBank thereof, the Borrower Administrative Agent shall furnish to notify each Bank having a Revolving Loan Commitment of the applicable proposed issuance, the identity of the Issuing Bank and the Agent such amount of each other documents and information pertaining to such requested Letter of Credit issuance or amendmentBank's respective participation therein, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict determined in accordance with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiarySection 1.13(a).

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier facsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency of such Letter of Credit, (Ciii) expiration date of such Letter of CreditCredit (which expiration date shall not be later than the earlier of (x) 15 days prior to the Termination Date or (y) the date that is one year after the issuance thereof; provided that any such Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each such Letter of Credit outstanding after the Termination Date; and provided, further, that the expiration date of a Special Letter of Credit shall be determined as set forth in Section 2.01(c)), (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)Credit. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such issuance. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the Issuing Bank relating to any Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiarycontrol.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier facsimile, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency (which shall be a Major Currency or Dollars) of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit AgreementApplication”). If (A) the requested form of such Letter of Credit, in the reasonable judgment of the Issuing Bank, conforms to standard practices of financial institutions that regularly issue letters of credit, (B) the issuance of a letter of credit to the beneficiary of such Letter of Credit is acceptable would not, in the reasonable judgment of the Issuing Bank, violate or conflict with (y) any regulatory or legal restriction applicable to such the Issuing Bank, or (z) any internal policy, procedure or guideline of, the Issuing Bank in its reasonable discretion that is consistent with standard practices of financial institutions that regularly issue letters of credit and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such C) the Issuing Bank has not received written notice from form any Lender Lender, the Administrative Agent or the Agentany Borrower, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 3.03 shall not then be satisfied, thenthen such Issuing Bank will, subject to upon fulfillment of the terms and applicable conditions hereofset forth in Article III, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the An Issuing Banks may send Bank that issues a Letter of Credit or conduct any communication which expires prior to or from the beneficiary via Termination Date but provides for automatic extension of the Society for Worldwide Interbank Financial Telecommunication expiry date will not exercise its right to prevent the automatic extension of the expiry date unless ("SWIFT"i) message or overnight courierthe applicable conditions set forth in Section 3.03 are not satisfied as to the date of such Issuing Bank’s required notice of non-extension, or any other commercially reasonable means of communicating with a beneficiary(ii) such automatic extension would extend the expiry date beyond the Termination Date.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof in writing. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency of such Letter of Credit, (Ciii) expiration date of such Letter of CreditCredit (which expiration date shall not be later than the earlier of (x) 15 days prior to the latest Termination Date or (y) the date that is one year after the issuance thereof; provided that any such Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each such Letter of Credit outstanding after the Termination Date; and provided, further, that the expiration date of a Special Letter of Credit shall be determined as set forth in Section 2.01(b)), (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)Credit. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such issuance. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the Issuing Bank relating to any Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiarycontrol.

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

Request for Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender (iwith a copy to Administrative Agent if Administrative Agent is not the proposed Issuing Lender) Each a Request for Issuance no later than 12:00 noon (San Francisco time) at least three Business Days (in the case of Standby Letters of Credit) or five Business Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any documents described in or attached to the Request for Issuance. In furtherance of the provisions of subsection 10.8, and not in limitation thereof, Company may submit Requests for Issuance by telefacsimile and Administrative Agent and Issuing Lenders may rely and act upon any such Request for Issuance without receiving an original signed copy thereof. No Letter of Credit shall require payment against a conforming demand for payment to be issued upon notice, given not later than 11:00 made thereunder on the same business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such demand for payment is required to be presented is located) on which such demand for payment is presented if such presentation is made after 10:00 A.M. (New York City timein the time zone of such office of the Issuing Lender) on such business day. Company shall notify the fifth Business Day applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the date issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance is no longer true and correct as of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount issuance of such Letter of Credit, (C) expiration and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such Letter of Creditissuance, (D) name and address of as to the beneficiary of such Letter of Credit and (E) form of such Letter of Creditmatters to which Company is required to certify in the applicable Request for Issuance. Each Letter Notwithstanding the foregoing, the Existing Letters of Credit shall be deemed issued pursuant to such application and agreement for letter of credit as such Issuing Bank and on the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw Closing Date and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. Letters of Credit denominated in dollars or in one or more Alternative Currencies may be issued hereunder in a Dollar Equivalent Amount that does not at the time of the issuance of such Letter of Credit exceed the aggregate Revolving Commitments minus the sum of the aggregate outstanding Revolving Advances and Letter of Credit Exposures of the Revolving Lenders at such time, provided that no Issuing Bank shall be required at any time to issue a Letter of Credit that would result in (ix) the aggregate Letter of Credit Exposures exceeding $250,000,000, (y) the aggregate Letter of Credit Exposure in respect of Letters of Credit issued by such Issuing Bank exceeding such Issuing Bank’s Letter of Credit Commitment or (z) the Dollar Equivalent Amount of the aggregate outstanding amount of Letters of Credit issued hereunder denominated in Alternative Currencies exceeding $150,000,000. Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent prompt notice thereof. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed by the Borrower immediately in writingwriting in substantially the form of Exhibit C attached hereto, electronic delivery or telecopier specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount face amount of such Letter of CreditCredit (which must be in dollars or an Alternative Currency), (Ciii) expiration date of such Letter of Credit (which shall be on or prior to the earlier of (A) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower and the applicable Issuing Bank pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period of up to twelve (12) months (but not to a date later than the date that is five Business Days prior to the Termination Date, unless otherwise permitted pursuant to the immediately succeeding proviso), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary and the Borrower in advance of any such renewal; provided, further that, with the prior consent of the applicable Issuing Bank, in its sole discretion, a Letter of Credit may be extended beyond the fifth Business Day prior to the Termination Date (each such Letter of Credit with an expiration date that is later than five Business Days prior to the Termination Date, a “Post-Maturity Letter of Credit”) so long as the Borrower shall Post-Maturity Cash Collateralize in accordance with Section 2.03(h)(ii) any Post-Maturity Letter of Credit); provided, further that no Letter of Credit may expire after the date that is five Business Days prior to an Existing Termination Date in respect of any Declining Lenders under Section 2.05(e) if, after giving effect to the issuance of such Letter of Credit, the aggregate Revolving Commitments of the Consenting Lenders (Dincluding any replacement Revolving Lenders ) for the period following such Existing Termination Date would be less than the Letter of Credit Exposure following such Existing Termination Date), (iv) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (including, in connection with the issuance of a Post-Maturity Letter of Credit or the renewal of a Letter of Credit, such that, after giving effect to such renewal, such Letter of Credit becomes a Post-Maturity Letter of Credit, such documentation, including a reimbursement agreement, as such Issuing Bank may reasonably require in connection with such issuance or renewal) (a “Letter of Credit Agreement”). Upon receipt of a Notice of Issuance, the Agent shall promptly notify each Revolving Lender of the contents thereof and of the amount of such Revolving Lender’s Letter of Credit Exposure in respect of such Letter of Credit. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit, that one or more applicable conditions contained Credit available to the Borrower at its office referred to in Section 3.02 shall not then be satisfied, then, subject 8.02 or as otherwise agreed with the Borrower in connection with such issuance. Notwithstanding anything to the terms and conditions hereofcontrary set forth in this Credit Agreement, on the requested date, issue a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any Restricted Subsidiary of the Borrower or the applicable Subsidiary or enter into the applicable amendmentBorrower; provided, as the case may be, in each case in accordance with that notwithstanding such Issuing Bank’s usual and customary business practices. Additionallystatement, the Borrower shall furnish to be the applicable Issuing Bank and the Agent actual account party for all purposes of this Credit Agreement for such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as and such Issuing Bank or statement shall not affect the Agent may reasonably requireBorrower’s reimbursement obligations hereunder with respect to such Letter of Credit. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything The Borrower may from time to time request that Letters of Credit be issued in a currency other than dollars, Canadian Dollars, Euros or Pounds Sterling, provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into dollars. Any such request shall be made to the contrary Agent not later than twenty (20) Business Days (or such other date as may be agreed by the Agent and the applicable Issuing Banks, in this Agreement, their sole discretion) prior to the Issuing Banks may send date of the desired issuance of a Letter of Credit denominated in the requested currency. The Agent shall promptly notify each Issuing Bank thereof. Each Issuing Bank shall notify the Agent not later than ten (10) Business Days (or conduct any communication such other date as may be agreed by the Agent and the applicable Issuing Banks, in their sole discretion) after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. Any failure by an Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed a refusal by such Issuing Bank to issue Letters of Credit in the requested currency. If one or from more Issuing Banks consent to the beneficiary via issuance of Letters of Credit in such requested currency, the Society Agent shall so notify the Borrower and such currency shall thereupon be deemed for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courierall purposes to be an Alternative Currency hereunder for Letter of Credit issuances by those Issuing Banks consenting thereto. If the Agent shall fail to obtain consent for an additional currency under this Section 2.03(b), or any other commercially reasonable means of communicating with a beneficiarythe Agent shall promptly notify the Borrower.

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

Request for Issuance. An Account Party may from time to time request, upon at least three Business Days' notice, the Issuing Bank to issue a Letter of Credit by: (i) Each delivering to the Issuing Bank and the Administrative Agent a written request to such effect, specifying the date on which such Letter of Credit shall is to be issued upon issued, the expiration date thereof, and the Stated Amount thereof, and (ii) delivering to the Issuing Bank a completed application, in the form annexed hereto as Exhibit F, or in such other form as may from time to time be required by the Issuing Bank in accordance with its customary practice with respect to its customers generally (the "Letter of Credit Application"), together with such other certificates, documents and other papers as are specified in such application. Upon receiving any such notice, given not later than 11:00 A.M. the Issuing Bank shall promptly notify the Administrative Agent (New York City time) by telephone or otherwise), and furnish the Administrative Agent with the proposed form of Letter of Credit to be issued. The Administrative Agent shall, promptly upon receiving such notice, notify the Banks of such proposed Letter of Credit (which notice shall specify the Stated Amount and term of such proposed Letter of Credit), and shall determine, as of the close of business on the fifth Business Day prior before such proposed issuance, whether such proposed Letter of Credit complies with the limitations set forth in Section 2.01 hereof. If such limitations set forth in Section 2.01 are not satisfied or if the Required Banks have given notice to the date Administrative Agent to cease issuing Letters of Credit pursuant to Section 2.03(c)(ii) hereof, the proposed Issuance Administrative Agent shall notify the Issuing Bank (in writing or by telephone promptly confirmed in writing) that the Issuing Bank is not authorized to issue such Letter of Credit. If the Issuing Bank issues a Letter of Credit, it shall deliver the original of such Letter of Credit (to the beneficiary thereof or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing BankAccount Party shall otherwise direct, and such Issuing Bank shall give promptly notify the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of Administrative Agent thereof and furnish a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior copy thereof to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAdministrative Agent.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Paying Agent and each Revolving Credit Lender prompt notice thereofthereof in writing or by facsimile. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing or by telephone, confirmed immediately in writing, electronic delivery or telecopier facsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency (which shall be Dollars or an Alternative Currency) of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from Lenders holding at least a majority of the Revolving Credit Commitments, such Issuing Bank shallwill, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance; provided that no Issuing Bank shall be required to issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral satisfactory to such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of with the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Lender to eliminate such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iii)) with respect to the applicable Issuing Bank and Defaulting Lender arising from either the Agent such other documents and information pertaining to such requested Letter of Credit issuance then proposed to be issued or amendmentthat Letter of Credit and all other Letter of Credit Advances as to which the Issuing Bank has actual or potential Fronting Exposure, as such Issuing Bank or the Agent it may reasonably requireelect in its sole discretion. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

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

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) 1:00 p.m. on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower Borrowers to any Issuing Bank, the applicable L/C Issuer and such Issuing Bank the Administrative Agent (who in turn shall give the Agent, to each Revolving Credit Lender prompt notice thereofthereof by facsimile, email or other electronic communication). Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall may be by telephonefacsimile, confirmed immediately in writingemail or other electronic communication, electronic delivery or telecopier specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount amount of such Letter of CreditCredit (which shall not be less than $50,000), (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and Credit, (Ev) form of such Letter of Credit. Each , and (vi) documents to be required in such Letter of Credit, and shall be accompanied by a Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)Application. If (1) the requested form of such Letter of Credit is acceptable to such Issuing Bank the applicable L/C Issuer in its reasonable sole discretion and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of 2) the applicable Letter L/C Issuer has not received notice of Credit, objection to such issuance from the Administrative Agent or any Revolving Credit Lender on the basis that one or more of the applicable conditions contained specified in Section 3.02 shall Article IV is not then be satisfied, then, subject satisfied or the limitations set forth in the proviso to the terms and conditions hereoffirst sentence of Section 2.03(a) would be exceeded, on the requested date, such L/C Issuer will issue a such Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireCredit. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Issuing Banks may send no L/C Issuer shall have any obligation to issue a Letter of Credit if (A) any order, judgment, or conduct decree of any communication Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain such L/C Issuer from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courierissuing such Letter of Credit, or any other commercially reasonable means law applicable to such L/C Issuer or any request or directive (whether or not having the force of communicating law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit or request that such L/C Issuer refrain from the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Initial Closing Date and which such L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer now or hereafter applicable to its issuance of letters of credit generally or (C) the amounts demanded to be paid under any Letter of Credit will not be in U.S. Dollars. Notwithstanding anything herein to the contrary, no L/C Issuer will be required to issue any commercial or trade (as opposed to a beneficiarystandby) Letter of Credit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth first Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing the Fronting Bank, and such Issuing Bank which shall give to the Agent, Paying Agent prompt notice thereofthereof by telex, telecopier or cable. Each such notice by of issuance from the Borrower of Issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelex, telecopier or cable, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit (a "Letter of Credit Agreement") as such Issuing the Fronting Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)Credit. If (x) the requested form of such Letter of Credit is acceptable to such Issuing the Fronting Bank in its reasonable sole discretion and (y) it being understood that any such form shall have only explicit documentary conditions to draw and shall has not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender a Facility Agent or the AgentRequired Lenders that the conditions to issuing such Letter of Credit have not been satisfied or duly waived, at least one Business Day prior to the requested date of Issuance or amendment Fronting Bank will, upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything govern as among the parties to the contrary in this Agreement, Loan Documents. (ii) The Fronting Bank shall furnish (A) to the Issuing Banks may send Paying Agent and the Documentation Agent and each Lender on the first Business Day of each month a Letter written report summarizing issuance and expiration dates of Letters of Credit or conduct any communication issued during the preceding month and drawings during such month under all Letters of Credit and (B) to or from the beneficiary via Paying Agent and the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means Documentation Agent and each Lender on the first Business Day of communicating with each calendar quarter a beneficiarywritten report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth tenth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than the earlier of (1) one year after the Issuance thereof (or one year after its renewal or extension) and (2) ten Business Days before the latest Termination Date of Revolving Credit Lenders having Revolving Credit Commitments equal to an amount not less than the Available Amount of such Letter of Credit), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, if in its reasonable discretion it elects to do so, and unless such Issuing Bank has received written any Revolving Credit Lender gives prior notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requirethat the applicable conditions of Article III would not be satisfied at the time of such Issuance, upon fulfillment of the applicable conditions set forth in Section 3.03, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

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

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

Request for Issuance. (i) Each A Borrower may from time to time request, upon at least three Letter of Credit shall be issued upon notice, Business Days' written notice (given not later than 11:00 A.M. (New York City time) time on the fifth Business Day prior last day permitted therefor), the Issuing Bank to issue or renew (other than any automatic renewal thereof) a Letter of Credit by: (i) delivering to the Issuing Bank and the Administrative Agent a written request to such effect, specifying the date of the proposed Issuance of on which such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower is to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issued (which shall be a Letter of Credit Business Day), (B) the expiration date thereof, the Available Amount of such Letter of Creditthereof, (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof and the form thereof, and (ii) in the case of the issuance of a Letter of Credit, delivering to the Issuing Bank a completed agreement and application with respect to such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such the Issuing Bank and the Borrower shall agree may specify for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the requested form of , together with such other certificates, documents and other papers as are specified in such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank Agreement. The Administrative Agent shall, unless promptly upon receiving such Issuing Bank has received written notice, notify the Lenders of such proposed Letter of Credit (which notice from any Lender or shall specify the Agent, at least one Business Day prior to the requested date Available Amount and term of Issuance or amendment of the applicable such proposed Letter of Credit, that one ) or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue such proposed renewal of a Letter of Credit for (which notice shall specify the account term of such renewal), and shall determine, as of 11:00 A.M. (New York City time) on the Borrower Business Day immediately preceding such proposed issuance, whether such proposed Letter of Credit complies with the limitations set forth in Section 2.01 hereof. If such limitations set forth in Section 2.01 are not satisfied or if the applicable Subsidiary Required Lenders have given notice to the Administrative Agent to cease issuing or enter into renewing Letters of Credit as contemplated by this Agreement, the applicable amendmentAdministrative Agent shall immediately notify the Issuing Bank (in writing or by telephone immediately confirmed in writing) that the Issuing Bank is not authorized to issue or renew, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesLetter of Credit. Additionally, If the Borrower shall furnish to the applicable Issuing Bank and issues or renews a Letter of Credit, it shall deliver the Agent original of such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that beneficiary thereof or as the provisions of any Letter of Credit Agreement Account Party shall conflict with this Agreementotherwise direct, and shall promptly notify the provisions of this Agreement shall govern. Notwithstanding anything Administrative Agent thereof and furnish a copy thereof to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAdministrative Agent.

Request for Issuance. (i) Each Letter of Credit shall be issued upon -------------------- notice, given not later than 11:00 A.M. a.m. (New York City Dallas, Texas time) on the fifth fourth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, . Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and such the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided -------------------------- -------- that if any such terms and conditions inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of Issuance issuance of a Letter of Credit by the Borrower (a “"Notice of Issuance”") shall be by telephonetelecopier, confirmed immediately specifying ------------------ therein, in writingthe case of a Letter of Credit, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit Credit, and (E) form of such Letter of Credit. Each Letter of Credit and specifying such other information as shall be issued required pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its --------- office referred to in Section 11.1 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance ------------ connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance.

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

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Revolving Credit Lender prompt notice thereofthereof in writing or by facsimile. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing or by telephone, confirmed immediately in writing, electronic delivery or telecopier facsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency (which shall be Dollars or an Alternative Currency) of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from Lenders holding at least a majority of the Revolving Credit Commitments, such Issuing Bank shallwill, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance; provided that no Issuing Bank shall be required to issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless such the Issuing Bank has received written notice from any Lender entered into arrangements with the Borrower and/or such Defaulting Lender, including, without limitation, the delivery of cash collateral, or the Agent, at least one Business Day prior to the requested date reallocation of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may besuch Defaulting Lender’s purchase obligation, in each case in accordance with a manner that is in form and substance satisfactory to such Issuing Bank, to eliminate such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iii)) with respect to the applicable Issuing Bank and Defaulting Lender arising from either the Agent such other documents and information pertaining to such requested Letter of Credit issuance then proposed to be issued or amendmentthat Letter of Credit and all other Letter of Credit Advances as to which the Issuing Bank has actual or potential Fronting Exposure, as such Issuing Bank or the Agent it may reasonably requireelect in its sole discretion. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent a Request for Issuance of Letter of Credit shall be issued upon notice, given not in the form of EXHIBIT III annexed hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least three Business Days (in the fifth case of Standby Letters of Credit) or five Business Day prior Days (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of the Letter of Credit expressed in Dollars or in a currency other than Dollars, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary in substantial compliance with the terms and conditions of the Letter of Credit on or prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; PROVIDED that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement Company shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall govern. Notwithstanding anything such issuance, as to the contrary matters to which Company is required to certify in this Agreement, the Issuing Banks may send a applicable Request for Issuance of 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 beneficiaryCredit.

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

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

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

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

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the any Crompton Borrower to any Issuing Bank, and such Bank under the Letter of Credit A Facility or by the Uniroyal Borrower to any Issuing Bank under the Letter of Credit B-1 Facility, which shall give to the Agent, Agent and each Appropriate Lender prompt notice thereofthereof by telex or telecopier. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier telex or telecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit, (E) Facility under which such Letter of Credit is to be issued and (EF) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the relevant Borrower shall agree for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice issuance from any Lender or the Agent, Appropriate Lenders holding at least one Business Day prior to the requested date of Issuance or amendment 51% of the applicable Letter of Credit, that one Working Capital A Commitments or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendmentWorking Capital B-1 Commitments, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. AdditionallyBank will, the Borrower shall furnish to upon fulfillment of the applicable Issuing Bank and the Agent conditions set forth in Article III, make such other documents and information pertaining to such requested Letter of Credit available to the Borrower requesting the issuance of such Letter of Credit at its office referred to in Section 8.02 or amendment, as otherwise agreed with such Issuing Bank or the Agent may reasonably requireBorrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

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

Request for Issuance. (i) Each A Borrower may from time to time request, upon at least three Letter of Credit shall be issued upon notice, Business Days’ written notice (given not later than 11:00 A.M. (a.m. New York City time) time on the fifth Business Day prior last day permitted therefor), the Issuing Bank to issue or renew (other than any automatic renewal thereof) a Letter of Credit by: (i) delivering to the Issuing Bank and the Administrative Agent a written request to such effect, specifying the date of the proposed Issuance of on which such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower is to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issued (which shall be a Letter of Credit Business Day), (B) the expiration date thereof, the Available Amount of such Letter of Creditthereof, (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof and the form thereof, and (ii) in the case of the issuance of a Letter of Credit, delivering to the Issuing Bank a completed agreement and application with respect to such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such the Issuing Bank and the Borrower shall agree may specify for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of , together with such other certificates, documents and other papers as are specified in such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank Agreement. The Administrative Agent shall, unless promptly upon receiving such Issuing Bank has received written notice, notify the Lenders of such proposed Letter of Credit (which notice from any Lender or shall specify the Agent, at least one Business Day prior to the requested date Available Amount and term of Issuance or amendment of the applicable such proposed Letter of Credit, that one ) or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue such proposed renewal of a Letter of Credit for (which notice shall specify the account term of such renewal), and shall determine, as of 11:00 a.m. (New York City time) on the Borrower Business Day immediately preceding such proposed issuance, whether such proposed Letter of Credit complies with the limitations set forth in Section 2.01 hereof. If such limitations set forth in Section 2.01 are not satisfied or if the applicable Subsidiary Required Lenders have given notice to the Administrative Agent to cease issuing or enter into renewing Letters of Credit as contemplated by this Agreement, the applicable amendmentAdministrative Agent shall immediately notify the Issuing Bank (in writing or by telephone immediately confirmed in writing) that the Issuing Bank is not authorized to issue or renew, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesLetter of Credit. Additionally, If the Borrower shall furnish to the applicable Issuing Bank and issues or renews a Letter of Credit, it shall deliver the Agent original of such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that beneficiary thereof or as the provisions of any Letter of Credit Agreement Account Party shall conflict with this Agreementotherwise direct, and shall promptly notify the provisions of this Agreement shall govern. Notwithstanding anything Administrative Agent thereof and furnish a copy thereof to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAdministrative Agent.

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

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

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, with a copy to the Administrative Agent, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such notice by the a Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelecopier, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as used by such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Administrative Agent, at least one Business Day prior to the requested date of Issuance issuance or amendment of for the applicable Letter of Credit, that one or more of the applicable conditions contained set forth in Section 3.02 3.3 shall not then be satisfied, then, subject to such Issuing Bank will issue the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send The applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or conduct any communication to or from other irregularity, such Borrower will immediately notify 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 beneficiaryapplicable Issuing Bank.

Request for Issuance. (i) Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third (3rd) Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice period of time as may be acceptable to the applicable Issuing Bank may agreeBank), by the Borrower to any the applicable Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writingwriting by telecopier, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit (each such application and agreement being herein called a “Letter of Credit Agreement”) as such the Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit Credit. (a “Letter of Credit Agreement”). ii) If the requested form of such Letter of Credit is reasonably acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank, the Issuing Bank and will, upon fulfillment of the Agent applicable conditions set forth in Article 4.02, make such other documents and information pertaining to such requested Letter of Credit issuance available to the Borrower at its address set forth on Schedule 10.02 or amendment, as otherwise agreed with the Borrower in connection with such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to . (iii) By the contrary in this Agreement, the Issuing Banks may send issuance of a Letter of Credit (or conduct an amendment to a Letter of Credit increasing the amount thereof) and without any communication further action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank hereby grants to or each Lender, and each Lender hereby acquires from the beneficiary via Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Revolving Credit Percentage of the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message aggregate amount available to be drawn under such Letter of Credit. The Borrower hereby agrees to each such participation. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or overnight courierextension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or any other commercially reasonable means reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of communicating Credit will be automatically adjusted to reflect such Lender’s Applicable Revolving Credit Percentage of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to the operation of Section 2.17 or 2.18, as applicable, by an assignment in accordance with a beneficiarySection 10.06 or otherwise pursuant to this Agreement.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas, Texas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit, by the Borrower to the Issuing Bank and the Administrative Agent. Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement (a "Letter of Credit Agreement"), provided that if any terms and conditions of such Letter of Credit (Agreement are inconsistent with or on such shorter notice as the applicable Issuing Bank may agree)more restrictive than this Agreement, by the Borrower to any Issuing Bank, and such Issuing Bank this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of Issuance issuance of a Letter of Credit by the Borrower (a “"Notice of Issuance”") shall be by telephonetelephone or telecopier, confirmed immediately specifying therein, in writingthe case of a Letter of Credit, electronic delivery or telecopier specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount maximum amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit Credit, and (Ev) form of such Letter of Credit. Each Letter of Credit and specifying such other information as shall be issued required pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). Upon sending each Notice of Issuance to the Issuing Bank, the Borrower shall promptly send a copy thereof to the Administrative Agent. If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 11.1 hereof or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practicesissuance. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this AgreementNo less than once each calendar month, the Issuing Banks may send Bank shall give a Letter summary report of the issued and outstanding Letters of Credit or conduct any communication to or from the beneficiary via Administrative Agent, in form and substance satisfactory to the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAdministrative Agent.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 noon (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any an Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof at or prior to) the earlier of (x) one year after the issuance thereof (provided that any such Letter of Credit may provide for renewal thereof for additional periods (which shall in no event extend past the date in clause (y) hereof)) and (y) five (5) Business Days prior to the Commitment Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such the applicable Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practicesissuance. Additionally, the Borrower shall furnish Notwithstanding anything herein to the applicable contrary, no Issuing Bank and the Agent such other documents and information pertaining shall have any obligation hereunder to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of issue any Letter of Credit Agreement shall conflict the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth two Business Day Days prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the relevant Borrower to any the relevant Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof by telex or telecopier. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelex or telecopier, confirmed immediately promptly in writing, electronic delivery or telecopier specifying therein the requested (A) the requested date of such Issuance issuance (which shall be a Business Day), (B) the Available Amount of requested for such Letter of Credit, (C) the expiration date of such Letter of Credit, (D) the account party or parties for such Letter of Credit, (E) the name and address of the issuer and the beneficiary of such Letter of Credit Credit, and (EF) the form of such Letter of Credit. Each Letter , together with a description of Credit shall the nature of the transactions or obligations proposed to be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)supported thereby. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such Issuing Bank shallwill, unless upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the relevant Borrower at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such issuance. (ii) Each Issuing Bank shall furnish (A) to the Administrative Agent on the first Business Day of each week a written report summarizing the issuance and expiration dates of Letters of Credit issued by such Issuing Bank has received written notice from any Lender or during the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms previous week and conditions hereof, on the requested date, issue a Letter drawings during such week under all Letters of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with issued by such Issuing Bank’s usual , (B) to each Lender and customary business practices. Additionally, the Borrower shall furnish to the applicable relevant Borrower on the first Business Day of each month, a written report summarizing the issuance and expiration dates of the Letters of Credit issued by such Issuing Bank under the relevant Facility during the preceding month and drawings during such month under all Letters of Credit under such Facility issued by the Issuing Bank and (C) to the Administrative Agent such other documents and information pertaining to such requested Letter each Lender on the first Business Day of each calendar quarter, a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issuance or amendment, as issued by such Issuing Bank or under the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryrelevant Facility.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Agent prompt notice thereof. Each such notice by the a Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelecopier, confirmed immediately in writingtelephone or email, electronic delivery or telecopier as specified by such Issuing Bank to be its preferred method of notification, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied3.03, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 9.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent prompt notice thereofthereof by telex, telecopier or e-mail or by means of the Platform. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonefacsimile, confirmed in writing via overnight courier for delivery on the immediately succeeding Business Day, in writing, electronic delivery or telecopier each case in the form of Exhibit C attached hereto and specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything The Existing Letters of Credit shall upon the Closing Date be deemed to the contrary in this Agreement, the Issuing Banks may send be a Letter of Credit or conduct any communication under this Agreement. Upon the issuance of a Letter of Credit, each Revolving Credit Lender shall be deemed to or have purchased a participation therein from Issuing Bank in an amount equal to its Pro Rata Share of the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means amount of communicating with a beneficiarysuch Letter of Credit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof by telecopier. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelecopier or, if agreed to by the applicable Issuing Bank, by e-mail, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount and currency of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than one year after the date of issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension which extends beyond the Termination Date from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or available to the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with Borrower at such Issuing Bank’s usual and customary business practices. Additionally, the office referred to in Section 9.02 or as otherwise agreed with such Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall directly conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to , it being the contrary in this Agreement, intention of the Issuing Banks may send a parties that any 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 beneficiaryAgreement shall supplement this Agreement.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Paying Agent and each Revolving Credit Lender prompt notice thereofthereof in writing or by facsimile. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing or by telephone, confirmed immediately in writing, electronic delivery or telecopier facsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency (which shall be Dollars or an Alternative Currency) of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from Lenders holding at least a majority of the Revolving Credit Commitments, such Issuing Bank shallwill, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance; provided that no Issuing Bank shall be required to issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless such the Issuing Bank has received written notice from any Lender entered into arrangements with the Borrower and/or such Defaulting Lender, including, without limitation, the delivery of cash collateral, or the Agent, at least one Business Day prior to the requested date reallocation of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may besuch Defaulting Lender’s purchase obligation, in each case in accordance with a manner that is in form and substance satisfactory to such Issuing Bank, to eliminate such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iii)) with respect to the applicable Issuing Bank and Defaulting Lender arising from either the Agent such other documents and information pertaining to such requested Letter of Credit issuance then proposed to be issued or amendmentthat Letter of Credit and all other Letter of Credit Advances as to which the Issuing Bank has actual or potential Fronting Exposure, as such Issuing Bank or the Agent it may reasonably requireelect in its sole discretion. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit issued under a Revolving Credit Facility shall be issued upon noticenotice (a “Notice of Issuance”), given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)) or 10:30 A.M. (Sydney time) on the fourth Business Day prior to the date of the proposed issuance of such Letter of Credit if denominated in AU$, by (i) any Borrower under the Borrower US Revolving Credit Facility to any US Issuing Bank and/or (ii) any Borrower under the Multicurrency Revolving Credit Facility to any Multicurrency Issuing Bank, and in each case of clauses (i) and (ii) of this sentence, such US Issuing Bank or Multicurrency Issuing Bank, as the case may be, shall give the Agent, Agent prompt notice thereofthereof by facsimile, following its receipt of a Notice of Issuance from the applicable Borrower; provided that any Letter of Credit requested pursuant to this Agreement may state or indicate that the Company or any of its Restricted Subsidiaries is the “Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation. Each such notice by the Borrower Notice of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be initially made by telephone, confirmed immediately promptly thereafter in writingwriting or by facsimile, electronic delivery or telecopier specifying and shall specify therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) Revolving Credit Facility under which such Letter of Credit is to be issued, (D) if applicable, the Committed Currency in which such Multicurrency Letter of Credit is to be denominated, (E) expiration date of such Letter of CreditCredit (which shall not be later than the earlier of five Business Days prior to the scheduled Termination Date applicable to the applicable Revolving Credit Facility (under clause (a)(i) of the definition of “Termination Date”) or one year after the date of issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place after such scheduled Termination Date), (DF) name and address of the beneficiary of such Letter of Credit Credit, and (EG) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter issuance of letters of credit as such Issuing Bank and may specify to the Borrower shall agree requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding Each Borrower hereby acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a any Letter of Credit or conduct any communication requested pursuant to or from issued under this Agreement which may state or indicate that the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier“Account Party”, “Applicant”, “applicant”, “Requesting Party” or any similar designation with respect to such requested Letter of Credit is a Person other commercially reasonable means than the applicable requesting Borrower, (i) such Borrower is, and shall at all times remain, the “Applicant” (as defined in Section 5-102(a) of communicating the Uniform Commercial Code, as in effect in the State of New York) with respect to each Letter of Credit issued by the Issuing Bank pursuant to a beneficiaryNotice of Issuance, and (ii) all such Letters of Credit shall constitute “Letters of Credit” under, and as defined in, this Agreement.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied3.02, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireIssuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary govern (and in this Agreement, the Issuing Banks may send a no event shall any provision of any such Letter of Credit Agreement regarding representations, warranties, covenants, events of default, set-off rights 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 beneficiarycollateral be effective).

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of Issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telecopier or telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall not be later than 10 Business Days before the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill, if in its reasonable discretion it elects to do so, and unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day gives prior notice to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requirethat the applicable conditions of Article III would not be satisfied at the time of such issuance, upon fulfillment of the applicable conditions set forth in Section 3.03, make such Letter of Credit available to the applicable Borrower at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. Whenever any Borrower desires the issuance of a Letter of Credit, it shall deliver to Agent a Request for Issuance of Letter of Credit substantially in the form of EXHIBIT III annexed hereto no later than 12:00 Noon (iNew York time) Each at least two (2) Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. specify (New York City timea) on the fifth Business Day prior to the proposed date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of the Letter of Credit, (c) the currency the Letter of Credit is requested to be denominated in, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; PROVIDED that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Such Borrower shall notify the applicable Issuing Lender (and Agent, if Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which it is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement such Borrower shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall govern. Notwithstanding anything such issuance, as to the contrary matters to which it is required to certify in this Agreement, the Issuing Banks may send a applicable Request for Issuance of 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 beneficiaryCredit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the a Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or email or by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) desired currency for such Letter of Credit, which shall be Dollars or a Committed Currency, (D) expiration date of such Letter of Credit, (DE) name and address of the beneficiary of such Letter of Credit and (EF) form of such Letter of Credit. Each Such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless and such Issuing Bank has not received written notice from any Lender Lender, the Agent or the AgentCompany, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 3.03 shall not then be satisfied, thensuch Issuing Bank will, subject to upon fulfillment of the terms and applicable conditions hereofset forth in Section 3.03, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower at its office referred to in Section 9.02 or as otherwise agreed with such other documents and information pertaining to Borrower in connection with such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireIssuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit shall be issued upon -------------------- notice, given not later than 11:00 A.M. (New York City 9:00 a.m., Los Angeles California time) , on the fifth fourth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower Borrower, through an Authorized Signatory, to any the Issuing Bank, . Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and such the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit ---------------- Agreement"), provided that if any such terms and conditions are inconsistent --------- -------- with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of Issuance issuance of a Letter of Credit by the Borrower, through an Authorized Signatory (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein therein, in the case of a ------------------ Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit Credit, and (E) form of such Letter of Credit. Each Letter of Credit and specifying such other information as shall be issued required pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make --------- such Letter of Credit for the account of available to the Borrower at its office referred to in Section 11.1 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary------------ issuance.

Request for Issuance. (i) Each Letter of Credit shall be issued upon noticedelivery of notice to the Issuing Bank selected by the Borrower (whether such notice is physically delivered to such Issuing Bank or transmitted by electronic communication, if arrangements for doing so have been approved by the Issuing Bank), given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Credit. Such Issuing Bank shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof (whether such notice is physically delivered to such Issuing Bank or transmitted by electronic communication, if arrangements for doing so have been approved by the Issuing Bank). Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery telecopier or telecopier e-mail, in each case in substantially in the form of Exhibit C hereto, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (z) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter All Existing Letters of Credit or conduct any communication shall be deemed 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 beneficiaryhave been issued pursuant to this Section 2.03(a).

Request for Issuance. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon noticerequest, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance or amendment of such Letter of Credit (or on such shorter notice later date and time as the applicable Agent and Issuing Bank may agreeagree in a particular instance in their sole discretion), by the any Borrower to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent and each Lender prompt notice thereof. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be sent by telephonefax transmission, confirmed immediately in writingby United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Bank, by personal delivery or telecopier by any other means acceptable to the Issuing Bank, specifying therein (in form and detail satisfactory to the Issuing Bank), with respect to any initial issuance of a Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit. Each Letter of Credit ; (H) such other matters as the Issuing Bank may require, and shall be issued pursuant to accompanied by such completed and signed application and agreement for letter of credit as such the Issuing Bank and the may specify to such Borrower shall agree for use in connection with such requested Letter of Credit (in each case, a “Letter of Credit Agreement”). If In the requested form case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit is acceptable Agreement shall specify in form and detail 44 satisfactory to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or 1) the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for to be amended; (2) the account proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the Borrower or the applicable Subsidiary or enter into the applicable proposed amendment, ; and (4) such other matters as the case Issuing Bank may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesrequire. Additionally, the applicable Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Related Documents, as such the Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions . (ii) Promptly after receipt of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit Agreement from the applicable Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received written notice from any Lender, the Agent or any Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article III shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or conduct any communication to or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the beneficiary via Issuing Bank a risk participation in such Letter of Credit in an amount equal to the Society for Worldwide Interbank Financial Telecommunication product of such Lender’s Pro Rata Share of the Available Amount of such Letter of Credit. ("SWIFT"iii) message or overnight courier, Promptly after its delivery of any Letter of Credit or any other commercially reasonable means amendment to a Letter of communicating Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to the Borrowers and the Agent a beneficiarytrue and complete copy of such Letter of Credit or amendment.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower Borrower, through an Authorized Signatory, to any the Issuing Bank, which shall give to the Administrative Lender and such each Lender prompt notice thereof by telex, telecopier or cable. Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelex, confirmed immediately telecopier or cable, specifying therein, in writingthe case of a Letter of Credit, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Letter of Credit and (F) such other information as shall be issued required pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 11.1 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt written notice thereofthereof by telex, telecopier or cable. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier telecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit (which, for each Letter of Credit other than an Existing Letter of Credit, shall not be later than the earlier of (x) one year after the issuance thereof (provided that any such Letter of Credit may provide for renewal thereof for additional periods (which shall in no event extend past the date in clause (y) hereof)) and (y) 10 Business Days prior to the Termination Date), (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”)") in form reasonably acceptable to the Borrower, (F) the documents to be presented by such beneficiary in case of any drawing thereunder and (G) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit available for the account of beneficiary or as otherwise agreed with the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything . (ii) As of the Effective Date, each of the letters of credit listed on Schedule 2.03 (the "Existing Letters of Credit") shall be deemed to the contrary in constitute Letters of Credit issued under this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each An Account Party may from time to time request, upon at least three Letter of Credit shall be issued upon notice, Business Days' written notice (given not later than 11:00 A.M. (New York City time) time on the fifth Business Day prior last day permitted therefor), the Issuing Bank to issue or renew (other than any automatic renewal thereof) a Letter of Credit by: (i) delivering to the Issuing Bank and the Administrative Agent a written request to such effect, specifying the date of the proposed Issuance of on which such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower is to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issued (which shall be a Letter of Credit Business Day), (B) the expiration date thereof, the Available Amount of such Letter of Creditthereof, (C) expiration date of such Letter of Credit, (D) the name and address of the beneficiary thereof and the form thereof, and (ii) in the case of the issuance of a Letter of Credit, delivering to the Issuing Bank a completed agreement and application with respect to such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such the Issuing Bank and the Borrower shall agree may specify for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the requested form of , together with such other certificates, documents and other papers as are specified in such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank Agreement. The Administrative Agent shall, unless promptly upon receiving such Issuing Bank has received written notice, notify the Banks of such proposed Letter of Credit (which notice from any Lender or shall specify the Agent, at least one Business Day prior to the requested date Available Amount and term of Issuance or amendment of the applicable such proposed Letter of Credit, that one ) or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue such proposed renewal of a Letter of Credit for (which notice shall specify the account term of such renewal), and shall determine, as of 11:00 A.M. (Pittsburgh time) on the Borrower Business Day immediately preceding such proposed issuance, whether such proposed Letter of Credit complies with the limitations set forth in Section 2.01 hereof. If such limitations set forth in Section 2.01 are not satisfied or if the applicable Subsidiary Required Banks have given notice to the Administrative Agent to cease issuing or enter into renewing Letters of Credit as contemplated by this Agreement, the applicable amendmentAdministrative Agent shall immediately notify the Issuing Bank (in writing or by telephone immediately confirmed in writing) that the Issuing Bank is not authorized to issue or renew, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesLetter of Credit. Additionally, If the Borrower shall furnish to the applicable Issuing Bank and issues or renews a Letter of Credit, it shall deliver the Agent original of such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that beneficiary thereof or as the provisions of any Letter of Credit Agreement Applicable Account Party shall conflict with this Agreementotherwise direct, and shall promptly notify the provisions of this Agreement shall govern. Notwithstanding anything Administrative Agent thereof and furnish a copy thereof to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryAdministrative Agent.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank and the Paying Agent may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, Paying Agent prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or telephone, confirmed immediately in writing, electronic delivery or telecopier in substantially the form of Exhibit A-2, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, Credit and (D) name and address of the beneficiary of such Letter of Credit and (E) form of Credit, such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shallwill confirm with the Paying Agent (by telephone or in writing) that the Paying Agent has received a copy of applicable Notice of Issuance from the Borrower and, unless if not, such Issuing Bank will provide the Paying Agent with a copy thereof. Unless the applicable Issuing Bank has received written notice from any Lender or the Paying Agent, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on such Issuing Bank shall, upon fulfillment of the requested dateapplicable conditions set forth in Section 3.02, issue a make such Letter of Credit for the account of available to the Borrower or as agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (A) provided to the contrary Paying Agent in this Agreement, the Article VII with respect to any acts taken or omissions suffered by such Issuing Banks may send a Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Letter of Credit Documents pertaining to such Letters of Credit as fully as if the term “Paying Agent” as used in Article VII included such Issuing Bank with respect to such acts or conduct any communication omissions, and (B) as additionally provided herein with respect 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 beneficiarysuch Issuing Bank.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (w) 12:00 P.M. (New York City time) on the third Business Day (in respect of any proposed Letter of Credit to be denominated in Dollars or Canadian Dollars under the U.S. Dollar Letter of Credit Facility), (x) 12:00 P.M. (London time) on the fifth Business Day (in respect of any proposed Letter of Credit under the Multicurrency Letter of Credit Facility) or (y) the fifth Business Day (in respect of any other Letter of Credit not described in clauses (x) or (y) above), as applicable, prior to the date of the proposed Issuance issuance of such Letter of Credit, by the applicable Borrower to (1) the Administrative Agent in the case of the Multicurrency Letter of Credit Facility and (or on such shorter notice as 2) the applicable Issuing Bank may agree)in the case of any other Letter of Credit Facility. In the case of (1) above, the Administrative Agent shall give to the applicable Issuing Bank and each Lender prompt notice thereof by facsimile or e‑mail or by means of the Borrower to any Issuing BankPlatform. In the case of (2) above, and such the applicable Issuing Bank shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof by facsimile or e‑mail or by means of the Platform. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be in writing by telephonefacsimile or e‑mail, confirmed immediately in writing, electronic delivery or telecopier each case specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) currency of such Letter of Credit and the Letter of Credit Facility pursuant to which such Letter of Credit shall be issued, (iii) Available Amount of such Letter of Credit, (Civ) expiration date of such Letter of Credit, (Dv) the proposed Borrower, (vi) name and address of the beneficiary of such Letter of Credit and (Evii) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the applicable Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). Any application for a Letter of Credit may be made by any Borrower or any Subsidiary of the Parent Guarantor. If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (z) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and Borrower at its office referred to in Section 9.02 or as otherwise agreed with the Agent applicable Borrower in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter All Existing Letters of Credit or conduct any communication shall be deemed 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 beneficiaryhave been issued pursuant to this Section 2.03(a).

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth first Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the a Borrower to any the Appropriate Issuing Bank, and such Issuing Bank which shall give to the Agent, Appropriate Agent and each Appropriate Lender prompt notice thereofthereof by telex, telecopier or cable. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by electronic mail, telecopier or telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein (1) the requested (A) date of such Issuance issuance (which shall be a Business Day), ; (B2) the requested Available Amount of such Letter of Credit, ; (C3) the requested expiration date of such Letter of Credit; (4) the requested currency in which such Letter of Credit shall be denominated, which shall be U.S. Dollars or, prior to the occurrence of a Sharing Event, an Offshore Currency; provided that no Borrower shall make a request for a Letter of Credit in an Offshore Currency described in clause (Db) of the definition thereof unless it shall have previously obtained the consent of each Lender to the issuance of Letters of Credit in such currency; (5) the requested name and address of the beneficiary of such Letter of Credit Credit; and (E6) the requested form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit (a "Letter of Credit Agreement") as such the Appropriate Issuing Bank and the may specify to such Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)Credit. If (x) the requested form of such Letter of Credit is acceptable to such the Appropriate Issuing Bank in its reasonable discretion sole discretion, and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such the Appropriate Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article 3, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for available to the account of the requesting Borrower at its office referred to in Section 10.2 or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance otherwise agreed with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent in connection with such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a A Letter of Credit or conduct any communication shall be deemed to or from have been issued for the beneficiary via account of each Borrower delivering the Society for Worldwide Interbank Financial Telecommunication Notice of Issuance therefor. ("SWIFT"ii) message or overnight courier, or any other commercially reasonable means The Issuing Bank shall furnish (1) to the Appropriate Agent on the first Business Day of communicating with each week a beneficiary.written report summarizing issuance and

Request for Issuance. (i) Each Letter of Credit other than a Flooring Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth tenth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower Borrowers jointly to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof by telex or telecopier. Each such notice by the Borrower of Issuance issuance of a Letter of Credit other than a Flooring Letter of Credit (a “Notice of Issuance”"NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier telex or telecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such the Issuing Bank and may specify to the Borrower shall agree Borrowers for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”"LETTER OF CREDIT AGREEMENT"). If (x) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for available to the account of Borrowers at its office referred to in Section 9.02 or as otherwise agreed with the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrowers in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything . (ii) Each Flooring Letter of Credit shall be issued upon notice, given not later than 1:00 P.M. (New York City time) on the second Business Day prior to the contrary date of the proposed issuance of such Letter of Credit, by the Borrowers to the Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex or telecopier. Each Notice of Issuance for a Flooring Letter of Credit shall be by telephone, confirmed immediately in this writing, or telex or telecopier, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) initial Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit and (D) name and address of the beneficiary of such Letter of Credit, which shall be a party to a Floor Planning Arrangement and to an Intercreditor Agreement. Each Flooring Letter of Credit shall be substantially in the form of Exhibit J hereto and shall provide for a variable Available Amount to be determined by reference to a certificate to be delivered by the Parent Guarantor to the Administrative Agent and the Issuing Bank within two days after the end of each week. If it has not received notice of objection to such issuance from the Required Lenders, the Issuing Banks may send a Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Flooring Letter of Credit available to the Borrowers at its office referred to in Section 9.02 or conduct any communication to or from as otherwise agreed with the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating Borrowers in connection with a beneficiarysuch issuance.

Request for Issuance. (i) Each Subject to clause (ii) below, each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Designated Agent, prompt notice thereofthereof by telecopier. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier telecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree requesting such issuance for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything . (ii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the contrary Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in this Agreementeffect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally and to customers of the Issuing Bank generally; provided that, in the event the Issuing Bank can no longer issue any Letter of Credit, the Issuing Banks may send a Letter of Credit or conduct any communication Bank shall endeavor to or from provide sufficient notice thereof to 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 beneficiaryBorrower.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower or any Designated Account Party to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Lender prompt notice thereofthereof by telecopier. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier telecopier, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree or such Designated Account Party for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If (x) the requested form of such Letter of Credit and the identity and location of the proposed beneficiary thereof is acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance consistent with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish 's established policies generally applicable to the issuance of letters of credit and any applicable law and (y) it has not received notice of objection to such issuance from the Required Lenders such Issuing Bank and will, upon fulfillment of the Agent applicable conditions set forth in Article III, make such other documents and information pertaining to such requested Letter of Credit issuance available to the Borrower or amendment, such Designated Account Party at its office referred to in Section 9.02 or as otherwise agreed with the Borrower or such Issuing Bank or the Agent may reasonably requireDesignated Account Party in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything Section 9.07, from time to time any Issuing Bank may, by notice to the contrary in this AgreementAdministrative Agent and the Borrower, assign to an Affiliate of such Issuing Bank which is at such time also an Issuing Bank all or a portion of such assigning Issuing Bank's Letter of Credit Commitment hereunder. Upon the Issuing Banks may send issuance of a Letter of Credit, each Lender shall be deemed to have a risk participation in such Letter of Credit or conduct any communication to or from the beneficiary via extent of its Pro Rata Share of the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means Available Amount of communicating with a beneficiarysuch Letter of Credit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent prompt notice thereofthereof by telex, telecopier or e-mail or by means of the Platform. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonefacsimile, confirmed in writing via overnight courier for delivery on the immediately succeeding Business Day, in writing, electronic delivery or telecopier each case in the form of Exhibit C attached hereto and specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything The Existing Letters of Credit shall upon the Closing Date be deemed to the contrary in this Agreement, the Issuing Banks may send be a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryunder this Agreement.

Request for Issuance. (i1) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by telephonea letter of credit application, confirmed immediately in writingappropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or telecopier by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

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

Request for Issuance. (i) Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice period of time as may be acceptable to the applicable Issuing Bank may agreeBank), by the Borrower Company to any an Issuing Bank, and such Issuing Bank to the Administrative Agent, which shall give the Agent, to each Lender prompt notice thereofthereof by telex, telecopier or cable. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelex, telecopier or cable, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, including Currency thereof, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit (each such application and agreement, and each application and agreement executed and delivered in respect of an Existing Letter of Credit, being herein called a “Letter of Credit Agreement”) as such the relevant Issuing Bank and may specify to the Borrower shall agree Company for use in connection with such requested Letter of Credit Credit. (a “Letter of Credit Agreement”). ii) If the requested form of such Letter of Credit is for the account of any entity permitted under Section 2.04 and is acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any required to issue such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Letter of Credit, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article IV, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for available to the account of Company at its office referred to in Section 9.02 or as otherwise agreed with the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, Company in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything . (iii) Each Issuing Bank shall furnish (A) to the contrary in this AgreementAdministrative Agent on the first Business Day of each week a written report summarizing the issuance and expiration dates of Letters of Credit issued during the previous week and drawings during such week under all Letters of Credit, (B) to each Lender and the Company AMENDED AND RESTATED CREDIT AGREEMENT on the first Business Day of each month a written report summarizing the issuance and expiration dates of Letters of Credit issued during the preceding month and drawings during such month under all Letters of Credit and (C) to the Administrative Agent, the Issuing Banks may send Company and each Lender on the first Business Day of each fiscal quarter a Letter written report setting forth the average daily aggregate Available Amount during the preceding fiscal quarter of Credit or conduct any communication to or from all Letters of Credit, including the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means Currency of communicating with a beneficiaryeach thereof.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:30 p.m. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as Credit, by EnergySolutions to the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Administrative Agent and each Revolving Lender (in the case of a request for a Revolving Letter of Credit) or each Term L/C Facility Lender (in the case of a request for a Term L/C Facility Letter of Credit) prompt notice thereofthereof by telecopier or electronic communication. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier or electronic communication, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of CreditCredit (which amount shall not be less than $100,000), (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter Letter of credit Credit as such the Issuing Bank and the Borrower shall agree may specify to EnergySolutions for use in connection with such requested Letter of Credit (a “Revolving Letter of Credit Agreement”” or a “Term L/C Facility Letter of Credit Agreement,” as applicable). If (x) the requested form of such Letter of Credit is acceptable to such the applicable Issuing Bank in its reasonable discretion sole discretion, (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to y) as of the requested date of Issuance issuance, the requirements of Section 2.1(c) or amendment of the applicable 2.1(f) hereof have been satisfied as to such Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to (z) the applicable Issuing Bank and the Agent such other documents and information pertaining has not received notice of objection to such requested issuance from the Majority Lenders, the applicable Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article 3, make such Letter of Credit issuance available to EnergySolutions at its office referred to in Section 11.1 or amendment, as otherwise agreed with EnergySolutions in connection with such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit shall be issued upon noticenotice and application, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day (or a later day, if acceptable to the relevant Issuing Bank in its sole discretion, but in no event later than the first Business Day) prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent prompt notice thereofthereof by facsimile or other electronic communication (e‑mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e‑mail)). Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of IssuanceIssuance and Application for Letter of Credit”) shall be consistent with the requirements of Section 2.01(b) and shall be by telephone, confirmed immediately in writingwriting or by facsimile or other electronic communication (e‑mail), electronic delivery or telecopier in substantially the form of Exhibit B‑2, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form of such Letter of Credit. Each Credit and (F) currency of such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)Credit, if other than Dollars. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shall, unless will make such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable issuance; provided that no Issuing Bank and the Agent such other documents and information pertaining shall be obligated to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of issue any Letter of Credit Agreement in any currency other than Dollars, but each Issuing Bank shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything be permitted to the contrary in this Agreement, the Issuing Banks may send a issue any Letter of Credit or conduct in any communication Foreign Currency in its sole discretion if requested by the Borrower; provided further that no Issuing Bank shall be obligated to or issue any Letter of Credit that is not consistent with the requirements of Section 2.01(b); provided further that no Issuing Bank shall be required to issue any Letter of Credit if the applicable conditions set forth in Article III have not been fulfilled. Notwithstanding the foregoing, no Issuing Bank shall issue any Letter of Credit after it has received a notice from the beneficiary via Agent or the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message Required Banks that a Default or overnight courierEvent of Default has occurred and is continuing, until it receives a subsequent notice from the Agent or any other commercially reasonable means the Required Banks that such Default or Event of communicating with a beneficiaryDefault has been cured or waived.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) 12:00 p.m. on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, the applicable L/C Issuer and such Issuing Bank the Administrative Agent (who in turn shall give the Agent, to each Revolving Credit Lender prompt notice thereofthereof by facsimile, email or other electronic communication). Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall may be by telephonefacsimile, confirmed immediately in writingemail or other electronic communication, electronic delivery or telecopier specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount amount of such Letter of CreditCredit (which shall not be less than $50,000), (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and Credit, (Ev) form of such Letter of Credit. Each , (vi) the currency in which such Letter of Credit is to be denominated, and (vii) documents to be required in such Letter of Credit, and shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested accompanied by a Letter of Credit (a “Letter of Credit Agreement”)Application. If (1) the requested form of such Letter of Credit is acceptable to such Issuing Bank the applicable L/C Issuer in its reasonable sole discretion and (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of 2) the applicable Letter L/C Issuer has not received notice of Credit, objection to such issuance from the Administrative Agent or any Revolving Credit Lender on the basis that one or more of the applicable conditions contained specified in Section 3.02 shall Article IV is not then be satisfied, then, subject satisfied or the limitations set forth in the proviso to the terms and conditions hereoffirst sentence of Section 2.03(a) would be exceeded, on the requested date, such L/C Issuer will issue a such Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireCredit. In the event and to the extent that the provisions of any Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything herein to the contrary in this Agreementcontrary, the Issuing Banks may send no L/C Issuer shall have any obligation to issue a Letter of Credit if (A) any order, judgment, or conduct decree of any communication Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain such L/C Issuer from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courierissuing such Letter of Credit, or any other commercially reasonable means law applicable to such L/C Issuer or any request or directive (whether or not having the force of communicating law) from any Governmental Authority with a beneficiary.jurisdiction over such L/C Issuer shall prohibit or request that such L/C Issuer refrain from the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it,

Request for Issuance. (i) Each Letter of Credit shall be issued upon noticenotice and application, given not later than 11:00 A.M. (New York City time) on at least the fifth third Business Day (or a later day, if acceptable to the relevant Issuing Bank in its sole discretion, but in no event later than the first Business Day) prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, : Each of the Borrower and such Issuing Bank shall give to the Agent, Agent prompt notice thereofof such notice of issuance by telex or facsimile. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of IssuanceIssuance and Application for Letter of Credit”) shall be by telephone, confirmed immediately in writing, or telex or facsimile (or by electronic delivery or telecopier communication, if arrangements for doing so have been approved by the applicable Issuing Bank), in the form of Exhibit B-2, specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the Subsidiary on behalf of which such issuance of such Letter of Credit is requested, if applicable, (E) name and address of the beneficiary of such Letter of Credit, (F) form of such Letter of Credit and (EG) form the requested currency of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”), if other than Dollars. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such Issuing Bank shallwill, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance; provided that no Issuing Bank shall be obligated to issue any Letter of Credit in a Foreign Currency, but each Issuing Bank shall be permitted to do so in its sole discretion if requested by the Borrower; provided, further that no Issuing Bank shall be required to issue any Letter of Credit if after giving effect to such issuance the aggregate face amount of all outstanding Letters of Credit issued under this Agreement by such Issuing Bank would exceed its Letter of Credit Commitment, unless such Issuing Bank has received written notice from any Lender or shall have otherwise agreed. Notwithstanding the Agentforegoing, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable no Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of shall issue any Letter of Credit Agreement after it has received a notice from the Agent or the Required Banks that a Default or Event of Default has occurred and is continuing, until it receives a subsequent notice from the Agent or the Required Banks that such Default or Event of Default has been cured or waived. Each of the Borrower and each Issuing Bank shall conflict with this Agreementpromptly notify the Agent of any issuance of, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreementamendment to, the Issuing Banks may send a or extension of, any 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 beneficiaryissued hereunder.

Request for Issuance. (i) The Borrower may request the issuance of a Letter of Credit by giving notice to the Issuer in accordance with Section 9.02; provided, however, that at any time no more than twenty Letters of Credit may be issued and outstanding. Each such request for issuance of a Letter of Credit shall be issued upon notice, given to the Issuer not later than 11:00 A.M. 12:00 noon (New York City time) on the fifth Bank Business Day prior to that is at least two Bank Business Days before the proposed date of the proposed Issuance issuance of such Letter of Credit; provided, however, that the Issuer shall be under no obligation to issue any Letter of Credit (in a form other than in substantially the form attached as Exhibit A-1 or on Exhibit A-2 hereto, unless the Issuer shall have approved in its sole discretion such shorter notice as other form of Letter of Credit and two Bank Business Days shall have elapsed since the applicable Issuing Bank may agree), by Issuer shall have notified the Borrower to any Issuing Bank, and of such Issuing Bank shall give the Agent, prompt notice thereofapproval. Each such notice by the Borrower of Issuance request for issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately by electronic communication (and, at the Borrower’s option, also by telecopier), in writingeach case in accordance with Section 9.02, electronic delivery specifying therein (i) the Permitted Contract or telecopier Netting Agreement to be supported by such Letter of Credit and (ii) whether or not the Borrower is obtaining such Letter of Credit on behalf of DMT or DPM, and, if so, the name of such Subsidiary and its ownership structure to support its status as a “Subsidiary” of the Borrower, and specifying therein the requested (A) date of such Issuance issuance (which shall be a Bank Business Day), (B) Available Amount of such Letter of CreditCredit (which Available Amount shall not be less than $1,000,000), (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit Credit, and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit No later than 12:00 noon (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, New York City time) on the requested date, issue date specified in the request for issuance of a Letter of Credit for by the account of Borrower, the Borrower or shall notify the applicable Subsidiary or enter into Issuer by telephone, confirmed immediately by electronic communication (and, at the applicable amendmentBorrower’s option, as the case may bealso by telecopier), in each case in accordance with Section 9.02, whether the proposed Letter of Credit will be a Reducing Letter of Credit or a Non-Reducing Letter of Credit; provided, however, that the Borrower shall use commercially reasonable efforts to induce the beneficiary of such Issuing Bank’s usual and customary business practices. Additionallyproposed Letter of Credit to accept a Reducing Letter of Credit (including, without limitation, by providing the contact details of a representative of such beneficiary to the Issuer to enable the Issuer to speak directly with such beneficiary regarding a Reducing Letter of Credit); provided further, however, that if the Borrower fails to notify the Issuer by the specified time whether the proposed Letter of Credit will be a Reducing Letter of Credit or a Non-Reducing Letter of Credit, the Borrower shall furnish be deemed to have requested a Non-Reducing Letter of Credit. If the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance is in substantially the form attached as Exhibit A-1 or amendmentExhibit A-2 hereto or such other form as the Issuer may approve in its sole discretion, as the Issuer will, upon fulfillment of the applicable conditions set forth in Article III, make such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything available to the contrary Borrower on the date specified in this Agreementsuch request for issuance (unless a Force Majeure Event has occurred, in which case the Issuing Banks may send Issuer will make such Letter of Credit available to the Borrower upon the Bank Business Day after the termination of the Force Majeure Event) at the Issuer’s office referred to in Section 9.02 or as otherwise agreed with the Borrower in connection with such issuance. (ii) If, on the date specified in the request for issuance of a Letter of Credit by the Borrower in accordance with clause (i) above: (A) the Credit Facility Available Amount on such specified date is less than the sum of (w) the requested Available Amount of such Letter of Credit plus (x) the aggregate principal amount of the Advances outstanding at such time plus (y) the aggregate principal amount of the Reimbursement Obligations at such time plus (z) the aggregate Available Amount in respect of all existing Letters of Credit at such time, then the Available Amount of the Letter of Credit issued shall be reduced to an amount which, when added to the amounts set forth in (x), (y) and (z) above, is equal to the Credit Facility Available Amount (rounded up to the nearest $500,000) on such specified date; provided, however, that if the Borrower has requested the issuance of two or conduct any more Letters of Credit on such specified date, the Available Amounts of such Letters of Credit will be reduced pro rata in accordance with this clause (A), unless the Borrower and the Issuer shall agree otherwise; or (B) the Credit Facility Available Amount on such specified date is greater than the sum of (w) the requested Available Amount of such Letter of Credit plus (x) the aggregate principal amount of the Advances outstanding at such time plus (y) the aggregate principal amount of the Reimbursement Obligations at such time plus (z) the aggregate Available Amount in respect of all existing Letters of Credit at such time, then the Borrower may make a request to the Issuer by telephone, confirmed immediately by electronic communication (and, at the Borrower’s option, also by telecopier), in each case in accordance with Section 9.02, no later than 12:00 noon (New York City time) on the date specified in the request for issuance of such Letter of Credit, to or from increase the Available Amount of such Letter of Credit to an amount not to exceed the amount which, when added to the amounts set forth in (x), (y) and (z) above, is equal to the Credit Facility Available Amount on such specified date. (iii) If at the time of, and in connection with, the Borrower’s request for a Letter of Credit pursuant to Section 2.03(a)(i) above, the Borrower shall notify the Issuer in accordance with Section 9.02 hereof that the beneficiary via requests that such Letter of Credit be guaranteed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Society Issuer will arrange for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means such a guaranty to be issued by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in substantially the form of communicating with a beneficiaryExhibit C hereto.

Request for Issuance. (i) Each Letter of Credit shall be issued upon noticesubmission by the Borrower of a request for an issuance of a Letter of Credit (a "LETTER OF CREDIT REQUEST") in the form of EXHIBIT B-2 hereto given to the Issuing Bank (with a copy to the Administrative Agent), given not later than 11:00 A.M. (New York City time) on the fifth third Business Day (or such shorter period agreed to by the Issuing Bank) prior to the proposed date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofCredit. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) Request shall be by telephonetelecopier, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each If so required by the Issuing Bank, each Letter of Credit Request shall be issued pursuant to such accompanied by the Issuing Bank's standard form of application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter Letters of Credit (a “"LETTER OF CREDIT AGREEMENT"), provided that in the event of any inconsistency between the terms of such Letter of Credit Agreement and the terms of this Agreement”), the terms of this Agreement shall govern and control. If (x) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its reasonable discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from Lenders holding at least 51% of the Revolving Credit Commitments, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or upon the Agent, at least one Business Day prior to the requested date of Issuance or amendment fulfillment of the applicable conditions set forth in Article III, issue such Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter . All Letters of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, shall be denominated in each case in accordance with such Issuing Bank’s usual U.S. dollars and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requirebe issued on a sight basis only. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall will govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and such each Lender prompt notice thereof by telecopier or e-mail or by means of the Approved Electronic Platform. The Borrower shall use commercially reasonable efforts, to the extent practicable, to cause the Letters of Credit to be issued by the Issuing Banks on a proportionate basis in accordance with their respective proportionate shares of the Letter of Credit Commitments, it being understood that the Borrower will be required to deliver a Notice of Issuance only to a single Issuing Bank and that Royal Bank of Canada shall give the Agent, prompt notice thereofnot be obligated to issue Trade Letters of Credit hereunder. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery telecopier or telecopier e-mail, in each case specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount of such Letter of Credit, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable sole discretion and (z) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Required Lenders, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 1:00 P.M. (New York City time) on the fifth two Business Day Days prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the relevant Borrower to any the relevant Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent and each Lender prompt notice thereofthereof by telex or telecopier. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelex or telecopier, confirmed immediately promptly in writing, electronic delivery or telecopier specifying therein the requested (A) the requested date of such Issuance issuance (which shall be a Business Day), (B) the Available Amount of requested for such Letter of Credit, (C) the expiration date of such Letter of Credit, (D) the account party or parties for such Letter of Credit, (E) the name and address of the issuer and the beneficiary of such Letter of Credit Credit, and (EF) the form of such Letter of Credit. Each Letter , together with a description of Credit shall the nature of the transactions or obligations proposed to be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)supported thereby. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such Issuing Bank shallwill, unless upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the relevant Borrower at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection with such issuance. (ii) Each Issuing Bank shall furnish (A) to the Agent on the first Business Day of each week a written report summarizing the issuance and expiration dates of Letters of Credit issued by such Issuing Bank has received written notice from any Lender or during the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms previous week and conditions hereof, on the requested date, issue a Letter drawings during such week under all Letters of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with issued by such Issuing Bank’s usual , (B) to each Lender and customary business practices. Additionally, the Borrower shall furnish to the applicable relevant Borrower on the first Business Day of each month, a written report summarizing the issuance and expiration dates of the Letters of Credit issued by such Issuing Bank under the relevant Facility during the preceding month and drawings during such month under all Letters of Credit under such Facility issued by the Issuing Bank and (C) to the Agent such other documents and information pertaining to such requested Letter each Lender on the first Business Day of each calendar quarter, a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issuance or amendment, as issued by such Issuing Bank or under the Agent may reasonably requirerelevant Facility. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.----------------

Request for Issuance. (i) Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice period of time as may be acceptable to the applicable Issuing Bank may agreeBank), by the Borrower Company to any Issuing Bank, and such an Issuing Bank and to the Administrative Agent, which shall give the Agent, to each Lender prompt notice thereofthereof by telex, telecopier/fax, cable or electronic mail. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonetelex, telecopier/fax, cable or electronic mail, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, including Currency thereof, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit (each such application and agreement, and each application and agreement executed and delivered in respect of an Existing Letter of Credit, being herein called a “Letter of Credit Agreement”) as such the relevant Issuing Bank and may specify to the Borrower shall agree Company for use in connection with such requested Letter of Credit Credit. THIRD AMENDED AND RESTATED CREDIT AGREEMENT (a “Letter of Credit Agreement”). ii) If the requested form of such Letter of Credit is for the account of any entity permitted under Section 2.04 and is acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any required to issue such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)Letter of Credit, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article IV, make such Letter of Credit available to the Company at its office referred to in Section 9.02 or as otherwise agreed with the Company in connection with such issuance. Immediately upon the issuance of each Letter of Credit, that one or more applicable conditions contained each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Bank a risk participation in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a such Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish an amount equal to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireits pro rata share thereof. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything . (iii) Each Issuing Bank shall furnish (A) to the contrary in this Agreement, Administrative Agent and the Issuing Banks may send Company on the first Business Day of each month a Letter written report summarizing the issuance and expiration dates of Letters of Credit or conduct issued during the preceding month and drawings during such month under all Letters of Credit and, with respect to Letters of Credit issued in an Alternate Currency, any communication revaluations thereof and (B) to or from the beneficiary via Administrative Agent and the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courierCompany on the first Business Day of each fiscal quarter a written report setting forth the average daily aggregate Available Amount during the preceding fiscal quarter of all Letters of Credit, or any other commercially reasonable means including the Currency of communicating with a beneficiaryeach thereof.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 P.M. (New York City time) on (i) the fifth Business Day (or such later day as the Issuing Bank may agree in its sole discretion) prior to the date of the proposed issuance of such Letter of Credit (other than Letters of Credit denominated in a currency other than Dollars, Euros or Pounds Sterling) and (ii) the sixth Business Day prior to the date of the proposed Issuance issuance in the case of such a Letter of Credit for which the Borrower requests a currency other than Dollars, Euros or Pounds Sterling (or on in which case the Administrative Agent shall inquire and shall notify the Borrower as to whether such shorter notice as currency has been consented to by all the applicable Issuing Bank may agreeRevolving Credit Lenders), by the Borrower to any Issuing Bank, and such the applicable Issuing Bank shall give and the Administrative Agent, prompt notice thereof. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall may be by telephone or in writing or by telecopier and, if by telephone, shall be confirmed immediately in writingwriting or by telecopier, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount face amount and currency (which shall be either Dollar or Euros or Pounds Sterling (or another currency consented to by all Revolving Credit Lenders as set forth in clause (ii) above) of such Letter of Credit, (C) expiration date of such Letter of CreditCredit (which shall be a date not later than the fifth Business Day prior to the Termination Date in respect of the Revolving Credit Facility), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such the Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its reasonable sole discretion and (y) it being understood that any has not received notice of objection to such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)issuance from the Administrative Agent or from Lenders holding at least a majority of the Revolving Credit Commitments, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

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

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 3:00 P.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery mail or telecopier specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("“SWIFT"”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Letter of Credit shall be issued Issued upon notice, given not later than 11:00 A.M. (New York City time) on the third Business Day (in the case of Letters of Credit denominated in Dollars) and fifth Business Day (in the case of Letters of Credit denominated in Committed Currencies) prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, Bank and such Issuing Bank shall give to the Administrative Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephonehand or by transmission by facsimile or electronic communication, confirmed immediately in writing, electronic delivery or telecopier if arrangements for doing so have been approved by the applicable Issuing Bank). specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount and currency of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each , such Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditionsdraw), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Administrative Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Administrative Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("“SWIFT"”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) If the Borrower so requests in any applicable Notice of Issuance, the applicable Issuing Bank may, in its 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 the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than five Business Days before the Termination Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the any Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofthereof by facsimile. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier facsimile, specifying therein the requested (Ai) date of such Issuance issuance (which shall be a Business Day), (Bii) Available Amount and currency of such Letter of Credit, (Ciii) expiration date of such Letter of CreditCredit (which shall not be later than the earlier of (x) 15 days prior to the Termination Date or (y) the date that is one year after the issuance thereof; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be deemed to comply with the foregoing requirement if the Issuing Bank has the unconditional right to prevent any such automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to prevent any such automatic extension for each Letter of Credit outstanding after the Termination Date), (Div) name and address of the beneficiary of such Letter of Credit and (Ev) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such customary application and agreement for letter of credit as such Issuing Bank and may specify to the applicable Borrower shall agree requesting such issuance for use in connection with such requested Letter of Credit (a “"Letter of Credit Agreement”"). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish available to the applicable Issuing Bank and the Agent Borrower requesting such other documents and information pertaining issuance at its office referred to in Section 9.02 or as otherwise agreed with such requested Letter of Credit issuance or amendment, as Borrower in connection with such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Primary Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Primary Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Primary Issuing Bank, which shall give to the Administrative Agent and such each Lender prompt notice thereof by telecopier. Each Primary Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and the Primary Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Primary Issuing Bank providing for the issuance of Primary Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (together with all agreements referred to in the following sentence, "Letter of Credit Agreements"), provided that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall give control. Each Acquired Letter of Credit may be subject to any separate agreement between the AgentBorrower and a Secondary Issuing Bank providing for the original issuance of, prompt notice thereofand renewals and extensions of, Acquired Letters of Credit, provided that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall control. Each such notice by the Borrower of Issuance issuance of a Primary Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelecopier, confirmed immediately in writingspecifying therein, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount and currency of such Primary Letter of Credit, (C) expiration date of such Primary Letter of Credit, (D) name and address of the beneficiary of such Primary Letter of Credit and Credit, (E) form of such Letter of Credit. Each Primary Letter of Credit and (F) such other information as shall be issued required pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If the requested form terms of such Primary Letter of Credit is are acceptable to such the Primary Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Primary Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agentsubject to this Section 2.16(b), at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Primary Letter of Credit for the account of available to the Borrower at its office referred to in Section 11.1 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance.

Request for Issuance. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon noticerequest, given not later than 11:00 A.M. a.m. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance or amendment of such Letter of Credit (or on such shorter notice later date and time as the applicable Agent and Issuing Bank may agreeagree in a particular instance in their sole discretion), by the any Borrower to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Agent and each Lender prompt notice thereof. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be sent by telephonefax transmission, confirmed immediately in writingby United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Bank, by personal delivery or telecopier by any other means acceptable to the Issuing Bank, specifying therein (in form and detail satisfactory to the Issuing Bank), with respect to any initial issuance of a Letter of Credit, the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and Credit, (E) form the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit. Each Letter of Credit ; (H) such other matters as the Issuing Bank may require, and shall be issued pursuant to accompanied by such completed and signed application and agreement for letter of credit as such the Issuing Bank and the may specify to such Borrower shall agree for use in connection with such requested Letter of Credit (in each case, a “Letter of Credit Agreement”). If In the requested form case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit is acceptable Agreement shall specify in form and detail satisfactory to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or 1) the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for to be amended; (2) the account proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the Borrower or the applicable Subsidiary or enter into the applicable proposed amendment, ; and (4) such other matters as the case Issuing Bank may be, in each case in accordance with such Issuing Bank’s usual and customary business practicesrequire. Additionally, the applicable Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Related Documents, as such the Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions . (ii) Promptly after receipt of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit Agreement from the applicable Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received written notice from any Lender, the Agent or any Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article III shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or conduct any communication to or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the beneficiary via Issuing Bank a risk participation in such Letter of Credit in an amount equal to the Society for Worldwide Interbank Financial Telecommunication product of such ▇▇▇▇▇▇’s Pro Rata Share of the Available Amount of such Letter of Credit. ("SWIFT"iii) message or overnight courier, Promptly after its delivery of any Letter of Credit or any other commercially reasonable means amendment to a Letter of communicating Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to the Borrowers and the Agent a beneficiarytrue and complete copy of such Letter of Credit or amendment.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. 12:00 noon (New York City Charlotte, North Carolina time) on the second Business Day prior to the date of the proposed issuance of such Letter of Credit or, in respect of any Letter of Credit being requested in respect of a foreign beneficiary, on the fifth Business Day prior to the date of the such proposed Issuance issuance of such Letter of Credit (or on or, in each case, such shorter notice later day as the applicable Issuing Bank may in its sole discretion shall agree), by the Borrower to any the Issuing Bank, and such Issuing Bank which shall give the Agent, Administrative Agent and each of the Revolving Credit Lenders prompt notice thereofthereof by telecopier. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be substantially in the form of Exhibit B-4 hereto and shall be by telephone, confirmed immediately promptly (and, in any event, on the same Business Day) in writing, electronic delivery or telecopier specifying therein by telecopier, shall be duly executed by a Responsible Officer of the Borrower, and shall specify therein: (i) the requested (A) date of such Issuance issuance (which shall be a Business Day), ; (Bii) the requested Available Amount of such Letter of Credit, ; (Ciii) the requested expiration date of such Letter of Credit, Credit (Dwhich shall comply with the requirements of Section 2.01(d)); (iv) the name and address of the proposed beneficiary of such Letter of Credit Credit; and (Ev) the proposed form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such application and agreement for letter of credit as such the Issuing Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Creditconditions set forth in Article III, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practicesissuance. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event If and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Request for Issuance. (i) Each Whenever Company desires the issuance of a -------------------- Letter of Credit, it shall deliver to Agent a Request for Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of Exhibit III annexed ----------- hereto no later than 11:00 A.M. 12:00 Noon (New York City time) on at least three Business Days or such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of the Letter of Credit, (c) whether the Letter of Credit is requested to be denominated in Dollars or in Canadian Dollars, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Company shall notify the applicable Issuing Lender (and Agent, if Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement Company shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall govern. Notwithstanding anything such issuance, as to the contrary matters to which Company is required to certify in this Agreement, the Issuing Banks may send a applicable Request for Issuance of 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 beneficiaryCredit.

Request for Issuance. (i) Each Letter of Credit shall be issued or amended upon notice, notice (in the form of a Letter of Credit Application) given not later than 11:00 A.M. a.m. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance issuance or amendment of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such the Issuing Bank shall give (with a copy to the Administrative Agent, prompt notice thereof). Each such notice by request for the Borrower of Issuance issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying writing and shall specify therein (i) the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bii) the Available Amount of such Letter of Credit, (Ciii) the expiration date of such Letter of Credit, (Div) the name and address of the beneficiary of such Letter of Credit Credit, (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (Evii) form of such Letter of Creditother matters as the Issuing Bank may require. Each request for an amendment of any outstanding Letter of Credit shall be issued pursuant to such application in writing and agreement for letter of credit as such Issuing Bank and shall specify therein (i) the Borrower shall agree for use in connection with such requested Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a “Letter Business Day); (iii) the nature of Credit Agreement”). If the requested form of proposed amendment; and (iv) such Letter of Credit is acceptable to such other matters as the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such may require. Unless the Issuing Bank has received written notice from any Lender Lender, the Administrative Agent or the Agentany Loan Party, at least one Business Day prior to the requested date of Issuance issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 Article III shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such the Issuing Bank’s usual and customary business practices. Additionally; provided, however, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining shall not be under any obligation to such requested issue any Letter of Credit issuance if (i) any order, judgment or amendmentdecree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, as such or any law applicable to the Issuing Bank or any request or directive (whether or not having the Agent may reasonably requireforce of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (ii) the issuance of such Letter of Credit would violate one or more generally applicable policies of the Issuing Bank or (iii) a default of any Lender’s obligations to fund under Section 2.3(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender. In the event and to the extent that the provisions of any such Letter of Credit Agreement Application shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to Immediately upon the contrary in this Agreementissuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Banks may send Bank a risk participation in such Letter of Credit or conduct any communication in an amount equal to or from the beneficiary via product of such Revolving Credit Lender’s Pro Rata Share times the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means Available Amount of communicating with a beneficiarysuch Letter of Credit.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, which shall give to the Administrative Lender and such each Lender prompt notice thereof by telex, telecopier or cable. Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), PROVIDED that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelex, confirmed immediately telecopier or cable, specifying therein, in writingthe case of a Letter of Credit, electronic delivery or telecopier specifying therein the requested (Aa) date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount maximum amount of such Letter of Credit, (Cc) expiration date of such Letter of Credit, (Dd) name and address of the beneficiary of such Letter of Credit and Credit, (Ee) form of such Letter of Credit. Each Letter of Credit and (f) such other information as shall be issued required pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 10.1 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance.

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

Request for Issuance. (i) Each Whenever Company desires the issuance of a -------------------- Letter of Credit, it shall deliver to Agent a Request for Issuance of Letter of Credit shall be issued upon notice, given not substantially in the form of Exhibit III annexed hereto no ----------- later than 11:00 A.M. 12:00 Noon (New York City time) on at least three Business Days or such shorter period as may be agreed to by the fifth Business Day prior to the date Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Request for Issuance of such Letter of Credit shall specify (or on such shorter notice as a) the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) proposed date of such Issuance issuance (which shall be a Business Day), (Bb) Available Amount the face amount of the Letter of Credit, (c) whether the Letter of Credit is requested to be denominated in Dollars or in Canadian Dollars, (d) the expiration date of the Letter of Credit, (e) the name and address of the beneficiary, and (f) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documents. Company shall notify the applicable Issuing Lender (and Agent, if Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Request for Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of upon the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement Company shall conflict with this Agreementbe deemed to have re-certified, as of the provisions date of this Agreement shall govern. Notwithstanding anything such issuance, as to the contrary matters to which Company is required to certify in this Agreement, the Issuing Banks may send a applicable Request for Issuance of 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 beneficiaryCredit.

Request for Issuance. (i) Each The request for the issuance of a Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. submitted to the Lender at least five (New York City time5) on the fifth Business Day Days prior to the requested date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereofissuance. Each such notice by the Borrower of Issuance of a Letter of Credit issuance (each, a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier writing specifying therein the requested (Ai) date of such Issuance (which shall be a Business Day)issuance, (Bii) Available Amount amount of such Letter of CreditCredit denominated in Dollars, (Ciii) expiration date of such Letter of Credit, (Div) name and address of the account party of such Letter of Credit, which shall be the Borrower or an Affiliate; (v) name and address of the beneficiary of such Letter of Credit Credit, and (Evi) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is substantially in the form of Exhibit B hereto or otherwise reasonably acceptable to the Lender, the Lender will, upon fulfillment of the applicable conditions set forth in this Agreement, make such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior Letter of Credit available to the requested date Borrower at the Lender’s office referred to in the first paragraph of Issuance this Agreement or amendment as otherwise agreed with the Borrower in connection with such issuance. The Borrower may, within three (3) Business Days after issuing any Notice of Issuance, withdraw such Notice of Issuance, in writing, if the applicable Letter of CreditCredit has not yet been issued, that one or more applicable conditions contained in Section 3.02 whereupon the Lender shall not then issue the applicable Letter of Credit and the Borrower shall not be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue liable for a Letter of Credit for Fee with respect to the account Letter of Credit contemplated by such Notice of Borrowing; provided, however, that if (A) the Lender has already issued the applicable Letter of Credit by the time it receives notice of the Borrower Borrower’s intent to withdraw a Notice of Issuance or otherwise issues the Letter of Credit notwithstanding the Borrower’s delivery of notice of the its intent to withdraw the applicable Subsidiary or enter into the applicable amendmentNotice of Borrowing, as the case may beand (B) such Letter of Credit is not cancelled within two (2) Business Days after its issuance, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, then the Borrower shall furnish to the applicable Issuing Bank and the Agent be responsible for such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions otherwise set forth herein (including without limitation reimbursement of any Letter LOC Draws thereunder, if any, and the payment any fees generally applicable to Letters of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissued pursuant hereto).

Request for Issuance. (iA) Each A Borrower (or Administrative Borrower on behalf of such Borrower) must notify the Agent of a requested standby Letter of Credit at least three (3) Business Days prior to the proposed issuance date. Such notice shall be issued irrevocable and must specify the original face amount of the standby Letter of Credit requested, the Business Day of issuance of such requested standby Letter of Credit, whether such standby Letter of Credit may be drawn in a single draw or in partial draws, the Business Day on which the requested standby Letter of Credit is to expire, the purpose for which such standby Letter of Credit is to be issued, the beneficiary of the requested standby Letter of Credit, and the proposed Letter of Credit Issuer. Such Borrower (or Administrative Borrower on behalf of such Borrower) shall attach to such notice the proposed form of the standby Letter of Credit, if any. Promptly upon receipt of such notice, given not later than 11:00 A.M. the Agent shall forward it to the proposed Letter of Credit Issuer. (New York City timeB) Such Borrower (or Administrative Borrower on behalf of such Borrower) must notify the fifth proposed Letter of Credit Issuer of a requested commercial/documentary Letter of Credit at least one (1) Business Day prior to the date proposed issuance date. Such notice shall be irrevocable and must specify the original face amount of the proposed Issuance of such commercial/documentary Letter of Credit (or on such shorter notice as requested, the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower Business Day of Issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date issuance of such Issuance (which shall be a Business Day), (B) Available Amount of such requested commercial/documentary Letter of Credit, whether such commercial/documentary Letter of Credit may be drawn in a single draw or in partial draws, the Business Day on which the requested commercial/documentary Letter of Credit is to expire, the purpose for which such commercial/documentary Letter of Credit is to be issued, and the beneficiary of the requested commercial/documentary Letter of Credit. Such Borrower (C) expiration date or Administrative Borrower on behalf of such Borrower) shall attach to such notice the proposed form of the commercial/documentary Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryif any.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. a.m. (New York City Dallas, Texas time) on the fifth fourth Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, . Each Letter of Credit shall be issued upon notice given in accordance with the terms of any separate agreement between the Borrower and such the Issuing Bank in form and substance reasonably satisfactory to the Borrower and the Issuing Bank providing for the issuance of Letters of Credit pursuant to this Agreement and containing terms and conditions not inconsistent with this Agreement (a "Letter of Credit Agreement"), provided that if any such terms and conditions are inconsistent with this Agreement, this Agreement shall give the Agent, prompt notice thereofcontrol. Each such notice by the Borrower of Issuance issuance of a Letter of Credit by the Borrower (a “"Notice of Issuance”") shall be in writing or by telephonetelecopier, confirmed immediately specifying therein, in writingthe case of a Letter of Credit, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount maximum amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit Credit, and (E) form of such Letter of Credit. Each Letter of Credit and specifying such other information as shall be issued required pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit (a “relevant Letter of Credit Agreement”). If the requested form terms of such Letter of Credit is are acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable Letter of Credit, that one or more applicable conditions contained set forth in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions Article 3 hereof, on the requested date, issue a make such Letter of Credit for the account of available to the Borrower at its office referred to in Section 11.1 or as otherwise agreed with the applicable Subsidiary or enter into the applicable amendment, as the case may be, Borrower in each case in accordance connection with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryissuance.

Request for Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth second Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the requesting Borrower to any Issuing Bank, and such the Administrative Agent. The Administrative Agent shall give to the Issuing Bank shall give the Agent, prompt notice thereofthereof by telex, telecopier or electronic mail of such Borrower's request for the issuance of a Letter of Credit. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelex, confirmed immediately in writingtelecopier or electronic mail, electronic delivery or telecopier specifying therein the requested (A) type of Letter of Credit, (B) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date stated principal amount of such Letter of Credit, (D) expiration of such Letter of Credit, (E) name and address of the beneficiary of such Letter of Credit and (EF) form of any such Letter of Credit. Each Letter of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank and the Borrower shall agree for use in connection with such requested Letter of Credit . (a “Letter of Credit Agreement”). ii) If the requested form of such Letter of Credit is acceptable to such the Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions)sole discretion, such the Issuing Bank shallwill, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment upon fulfillment of the applicable conditions set forth in Article 3, make such Letter of Credit available to the requesting Borrower at its office referred to in Section 9.2 or as otherwise agreed with such Borrower in connection with such issuance. At any time the Issuing Bank issues a Letter of Credit, that one or more applicable conditions contained each Lender (other than the Issuing Bank) shall be deemed without further action by any Person, to have purchased from the Issuing Bank an unfunded participation in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a such outstanding Letter of Credit for the account in an amount equal to such Lender's Pro Rata Share of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with stated principal amount of such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendmentand shall be obligated to fund such participation in the Revolving Advance resulting from any drawing under such Letter of Credit at such time and in the manner provided below. At the request of any Lender, as such the Issuing Bank or the Agent may reasonably require. In the event and will send to the extent that the provisions such Lender a copy of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, issued by the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication Bank under this clause ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryii).

Request for Issuance. (i) Each Letter of Credit issued after the -------------------- date hereof shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth third Business Day prior to the date of the proposed Issuance issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree)Credit, by the Borrower to any the Issuing Bank, and such Issuing Bank which shall give to the Agent, Letter of Credit Agent and each Lender prompt notice thereofthereof by telex, telecopier or cable. Each such notice by the Borrower of Issuance issuance of a Letter of Credit (a “"Notice of Issuance”") shall be by telephonetelex, telecopier or cable, confirmed ------------------- immediately in writing, electronic delivery or telecopier specifying therein the requested (A) date of such Issuance issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit , and shall be issued pursuant to accompanied by such Credit Agreement ---------------- application and agreement for letter of credit (each such application and agreement, and each application and agreement executed and delivered in respect of an Existing Letter of Credit, a "Letter of Credit Agreement") as such the Issuing -------------------------- Bank and may specify to the Borrower shall agree for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”)Credit. If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.02 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of any entity permitted under Section 2.04 and is acceptable to the Borrower or Issuing Bank, the Issuing Bank will, upon fulfillment of the applicable Subsidiary or enter into the applicable amendmentconditions set forth in Article IV, as the case may be, in each case in accordance with make such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance available to the Borrower at its office referred to in Section 9.02 or amendment, as otherwise agreed with the Borrower in connection with such Issuing Bank or the Agent may reasonably requireissuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a . (ii) The Letter of Credit or conduct any communication Agent shall furnish (A) to or from the beneficiary via Issuing Bank on the Society for Worldwide Interbank Financial Telecommunication first Business Day of each week a written report summarizing issuance and expiration dates of Letters of Credit issued during the previous week and drawings during such week under all Letters of Credit, ("SWIFT"B) message or overnight courierto each Lender and the Borrower on the first Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit issued during the preceding month and drawings during such month under all Letters of Credit and (C) to the Administrative Agent, or any other commercially reasonable means the Borrower and each Lender on the first Business Day of communicating with each fiscal quarter a beneficiarywritten report setting forth the average daily aggregate Available Amount during the preceding fiscal quarter of all Letters of Credit.