Common use of Determination of Issuing Lender Clause in Contracts

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender of a Request for Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Agent shall promptly so notify Company and Agent shall be the Issuing Lender with respect thereto and (2) if Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Company, whereupon Company may request any Co-Agent to issue such Letter of Credit by delivering to such Co-Agent a copy of the applicable Request for Letter of Credit and any Co-Agent so requested to issue such Letter of Credit shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Co-Agent which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto; provided that in the event that five Co-Agents which in the ordinary course of their business customarily issue letters of credit shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Agent not to issue such Letter of Credit, Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect to such Letter of Credit, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Agent's Revolving Loan Commitment then in effect; and (b) in the event any other Revolving Lender is the proposed Issuing Lender, such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and (1) if such Revolving Lender so elects to issue such Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B.

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender and Administrative Agent of a Notice of Request for to Issue Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Agent shall promptly so notify Company and Agent shall be the Issuing any Revolving Lender with respect thereto and (2) if Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Company, whereupon Company may request any Co-Agent to issue such Letter of Credit by delivering to such Co-Agent a copy of the applicable Request for Letter of Credit and any Co-Agent so requested to issue such Letter of Credit shall promptly notify Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Co-Agent Revolving Lender which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto; provided that in . In the event that five Co-Agents which in the ordinary course proposed Issuing Lender selected by Company with respect to any Letter of their business customarily issue letters of credit Credit shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Agent not to issue such Letter of CreditCredit Suisse, Agent in its capacity as Issuing Lender, shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto; provided that Credit Suisse, in its capacity as Issuing Lender, shall only be obligated to such Letter issue standby Letters of Credit, Credit and notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by AgentCredit Suisse, when aggregated with Agent's Credit Suisse’s outstanding Revolving Loans and Swing Line Loans, may exceed Agent's Credit Suisse’s Revolving Loan Commitment then in effect; and (b) , but not in excess of the amount set forth in subsection 3.1A(ii). Notwithstanding anything to the contrary contained in this Section 3 or elsewhere in this Agreement, in the event any other that a Revolving Lender is the proposed a Defaulting Lender, Credit Suisse, in its capacity as Issuing Lender, such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected not be required to issue such any Letter of Credit, Credit unless Credit Suisse has entered into arrangements reasonably satisfactory to it and (1) if such Revolving Lender so elects Company to issue such Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender eliminate its risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by requiring Company to cash collateralize each such Defaulting Lender’s Pro Rata Share of each Letter of Credit in accordance with the provisions of this subsection 3.1B.issued by Credit Suisse.

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender Administrative Agent of a Request for Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company Borrower, and Administrative Agent shall be the Issuing Lender with respect thereto and (2) if thereto. In the event that Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify CompanyBorrower, whereupon Company may Administrative Agent shall request any Co-Agent other Lender to issue such Letter of Credit by delivering to such Co-Agent Lender a copy of the applicable Request for Notice of Issuance of Letter of Credit and any Co-Agent Credit. Any Lender so requested to issue such Letter of Credit shall promptly notify Company Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Co-Agent Lender which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto; provided that in . In the event that five Co-Agents which in the ordinary course of their business customarily issue letters of credit all other Lenders shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Administrative Agent not to issue such Letter of Credit, Administrative Agent shall be obligated to issue such Letter of Credit (if such Letter of Credit is not a Documentary Letter of Credit) and shall be the Issuing Lender with respect thereto, and, if Comerica Bank is a Lender under this Agreement, notwithstanding any prior election of Comerica Bank not to issue such Letter of Credit, Comerica Bank shall be obligated to issue such Letter of Credit if it is a Documentary Letter of Credit and shall be the Issuing Lender with respect to such Letter of Creditthereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by AgentAdministrative Agent or Comerica Bank, as the case may be, when aggregated with Administrative Agent's or Comerica Bank's outstanding Revolving Loans and Swing Line Loans, may exceed Administrative Agent's or Comerica Bank's Revolving Loan Commitment then in effect; PROVIDED that nothing in this subsection 3.1B(ii) is intended to permit the Total Utilization of Revolving Loan Commitments to exceed the lesser of the Revolving Loan Commitments then in effect and (b) the Borrowing Base; and PROVIDED FURTHER that after giving effect to the participations in the event any other Revolving Lender is the proposed Issuing Lender, such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and (1) if such Revolving Lender so elects to issue such Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Documentary Letter of Credit as set forth in accordance with the provisions of this subsection 3.1B.3.1 Comerica Bank-California's Revolving Loan Exposure shall not exceed Comerica Bank-California's Revolving Loan Commitment then in effect.

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender Administrative Agent of a Request for Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Creditan Issuance Notice, (a) in the event Agent is the proposed Issuing Lender, (1) if Agent Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company Company, and Agent Issuing Bank shall be the Issuing Lender with respect thereto and (2) if Agentthereto. In the event that Issuing Bank, in its sole discretion, elects not to issue such Letter of Credit, Agent Issuing Bank shall promptly so notify CompanyCompany and Administrative Agent, whereupon Company may request any Co-Agent other Revolving Lender to issue such Letter of Credit by delivering to such Co-Agent Revolving Lender a copy of the applicable Request for Letter of Credit and any Co-Agent Issuance Notice. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company Company, Issuing Bank and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Co-Agent which Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto; provided that in if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that five Co-Agents which in the ordinary course of their business customarily issue letters of credit all other Revolving Lenders shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Agent Issuing Bank not to issue such Letter of Credit, Agent Issuing Bank shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect to such Letter of Creditthereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by AgentIssuing Bank, when aggregated with AgentIssuing Bank's outstanding Revolving Loans and Swing Line Loans, may exceed AgentIssuing Bank's Revolving Loan Commitment then in effect; and (b) in . Notwithstanding the event foregoing, under no circumstance shall Issuing Bank be obligated to issue any other Revolving Lender Letter of Credit constituting a letter of guaranty if based upon the advice of its legal counsel Issuing Bank is prohibited from issuing such a Letter of Credit. In such a circumstance, Issuing Bank may if it so chooses, with the proposed Issuing Lenderconsent of Company, such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of CreditCredit out of a branch located in Canada and, notwithstanding anything to the contrary herein (including Section 2.22 or the definition of Eligible Assignee), such branch's entitlement to benefits under Section 2.22 shall not be diminished by the fact that the Letter of Credit was not issued out of the United States and (1such branch shall be entitled to the full benefits of Section 2.22. If Issuing Bank has resigned as provided in Section 9.5(c) if such and no successor Issuing Bank has been appointed at the time of an Issuance Notice, then each Revolving Lender so elects shall issue or cause to issue such be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, it shall be all of which taken together would aggregate the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be amount requested in the Issuing Lender with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B.Issuance Notice.

Determination of Issuing Lender. Upon (i) Borrowers’ Agent may request any (i) US Revolving Lender to issue a Letter of Credit under the US Revolving Facility and (ii) any Multicurrency Revolving Lender to issue a Letter of Credit under the Multicurrency Revolving Facility, and, in each case, upon receipt by a proposed Issuing such Lender of a Request for Letter of Credit notice from Borrowers’ Agent pursuant to subsection 3.1B(i) 2.8B requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Agent shall promptly so notify Company and Agent shall be the Issuing Lender with respect thereto and (2) if Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Company, whereupon Company may request any Co-Agent to issue such Letter of Credit by delivering to such Co-Agent a copy of the applicable Request for Letter of Credit and any Co-Agent so requested to issue such Letter of Credit shall promptly notify Company the Borrowers’ Agent and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any . If such Co-Agent which so Lender elects to issue such Letter of Credit Credit, such Lender shall be the Issuing Lender with respect thereto; provided that . If such Lender declines to issue such Letter of Credit, the Borrowers’ Agent may request any other US Revolving Lender or Multicurrency Revolving Lender, as the case may be, to issue such Letter of Credit, by delivering the notice described in subsection 2.8B to such Lender. In the event that five Co-Agents which in all US Revolving Lenders or Multicurrency Revolving Lenders, as the ordinary course of their business customarily issue letters of credit case may be, shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Agent not to issue such Letter of Credit, Administrative Agent shall be obligated to issue such the Letter of Credit requested by Borrowers’ Agent and shall be the Issuing Lender with respect to such Letter of Credit, notwithstanding the fact ; provided that the Administrative Agent shall not be obligated to issue any Letter of Credit Usage (1) denominated in a foreign currency which in the reasonable judgment of Administrative Agent is not readily and freely available or (2) if any Lender with a US Revolving Loan Commitment or Multicurrency Revolving Loan Commitment, as the case may be, is a Defaulting Lender at such time, unless Administrative Agent has entered into arrangement satisfactory to it and the applicable Borrower to eliminate Administrative Agent’s risk with respect to the participation in Letters of Credit by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the L/C Disbursements. (ii) Each Issuing Lender which elects to issue or amend a Letter of Credit shall promptly give written notice to Administrative Agent, and the applicable Borrower of the information required under subsection 2.8B(i) - (v) relating to such Letter of Credit and shall provide a copy of such Letter of Credit (as amended, if applicable) to Administrative Agent, and the applicable Borrower. Promptly after receipt of such notice, Administrative Agent shall notify each US Revolving Lender or Multicurrency Revolving Lender, as the case may be, (other than the Issuing Lender) of the amount of its respective participation therein, determined in accordance with subsection 2.8A. (iii) In the event that Administrative Agent is not the Issuing Lender in respect of a Commercial Letter of Credit, the Issuing Lender of such Commercial Letter of Credit will deliver to all other Letters Administrative Agent, promptly on the first Business Day of each week such Commercial Letter of Credit is outstanding, a report setting forth the daily aggregate outstandings for the previous week under such Commercial Letter of Credit. Administrative Agent shall deliver to each Lender, promptly after the end of each calendar month and upon each payment by Administrative Agent to Lenders of the letter of credit fees described in subsection 0(b), a report setting forth, for the period from the date of the last such report, the daily aggregate amount available to be drawn (to the extent such amounts have been reported to Administrative Agent pursuant to the immediately preceding sentence) under each Commercial Letter of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Agent's Revolving Loan Commitment then in effect; and (b) in the event any other Revolving Lender is the proposed each Issuing Lender, such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and (1) if such Revolving Lender so elects to issue such Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B..

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender Agent of a ------------------------------- Request for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Agent shall promptly so notify Company Company, and Agent shall be the Issuing Lender with respect thereto and (2) if thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Company, whereupon Company may request any Co-Agent other Revolving Lender to issue such Letter of Credit by delivering to such Co-Agent Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit and any Co-Agent Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly promptly, and in any event one Business Day prior to the issuance thereof, notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and such Revolving Lender shall promptly, and in any event one Business Day prior to the effectiveness of any amendment to such Letter of Credit, notify Company and Agent of any such Co-Agent amendment, and any such Revolving Lender which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto; provided that in . In the event that five Co-Agents which in the ordinary course of their business customarily issue letters of credit all other Revolving Lenders shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Agent not to issue such Letter of Credit, Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect to such Letter of Creditthereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Agent's Revolving Loan Commitment then in effect; and (b) in the event any other Revolving Lender is the proposed Issuing Lender, such Revolving Lender provided that -------- Agent shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected not be obligated to issue such Letter of Credit, and (1) if such Revolving Lender so elects to issue such Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such any Letter of Credit denominated in accordance with a foreign currency which in the provisions judgment of this subsection 3.1B.Agent is not readily and freely available.

Determination of Issuing Lender. Upon (i) Borrowers' Agent may request any Revolving Lender to issue a Letter of Credit and, upon receipt by a proposed Issuing such Lender of a Request for Letter of Credit notice from Borrowers' Agent pursuant to subsection 3.1B(i) 2.8B requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Agent shall promptly so notify Company and Agent shall be the Issuing Lender with respect thereto and (2) if Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Company, whereupon Company may request any Co-Agent to issue such Letter of Credit by delivering to such Co-Agent a copy of the applicable Request for Letter of Credit and any Co-Agent so requested to issue such Letter of Credit shall promptly notify Company the Borrowers' Agent and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any . If such Co-Agent which so Lender elects to issue such Letter of Credit Credit, such Lender shall be the Issuing Lender with respect thereto; provided that . If such Lender declines to issue such Letter of Credit, the Borrowers' Agent may request any other Revolving Lender to issue such Letter of Credit, by delivering the notice described in subsection 2.8B to such Lender. In the event that five Co-Agents which in the ordinary course of their business customarily issue letters of credit all Lenders shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Agent not to issue such Letter of Credit, Administrative Agent shall be obligated to issue such the Letter of Credit requested by Borrowers' Agent and shall be the Issuing Lender with respect to such Letter of Credit, notwithstanding the fact ; provided that the Administrative Agent shall not be obligated to issue any Letter of Credit Usage with respect denominated in a foreign currency which in the reasonable judgment of Administrative Agent is not readily and freely available. (ii) Each Issuing Lender which elects to issue or amend a Letter of Credit shall promptly give written notice to Administrative Agent, and the applicable Borrower of the information required under clauses (i)-(v) of subsection 2.8B relating to such Letter of Credit and shall provide a copy of such Letter of Credit (as amended, if applicable) to Administrative Agent, and the applicable Borrower. Promptly after receipt of such notice, Administrative Agent shall notify each Revolving Lender (other than the Issuing Lender) of the amount of its respective participation therein, determined in accordance with subsection 2.8A. (iii) In the event that Administrative Agent is not the Issuing Lender in respect of a Commercial Letter of Credit, the Issuing Lender of such Commercial Letter of Credit will deliver to all other Letters Administrative Agent, promptly on the first Business Day of each week such Commercial Letter of Credit is outstanding, a report setting forth the daily aggregate outstandings for the previous week under such Commercial Letter of Credit. Administrative Agent shall deliver to each Lender, promptly after the end of each calendar month and upon each payment by Administrative Agent to Lenders of the letter of credit fees described in subsection 2.8F(1)(b), a report setting forth, for the period from the date of the last such report, the daily aggregate amount available to be drawn (to the extent such amounts have been reported to Administrative Agent pursuant to the immediately preceding sentence) under each Commercial Letter of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Agent's Revolving Loan Commitment then in effect; and (b) in the event any other Revolving Lender is the proposed each Issuing Lender, such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and (1) if such Revolving Lender so elects to issue such Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B..

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender Administrative Agent of a Request for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Administrative Agent is the proposed Issuing Lender, (1) if Agent or one of its Affiliates elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company Borrower, and Administrative Agent or such Affiliate shall be the Issuing Lender with respect thereto and (2) if Agentthereto. In the event that Administrative Agent or one of its Affiliates, in its the sole discretiondiscretion of the Administrative Agent or such Affiliate, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify CompanyBorrower, whereupon Company Borrower may request any Co-Agent other applicable Lender to issue such Letter of Credit by delivering to such Co-Agent Lender a copy of the applicable Request for Issuance of Letter of Credit and any Co-Agent Credit. Any applicable Lender so requested to issue such Letter of Credit shall promptly notify Company Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Co-Agent applicable Lender which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto; provided that in . In the event that five Co-Agents which in the ordinary course of their business customarily issue letters of credit all other applicable Lenders shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Administrative Agent or its Affiliates not to issue such Letter of Credit, Administrative Agent or one of its Affiliates shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect to such Letter of Creditthereto, notwithstanding the fact that (x) with respect to any such Tranche A Letter of Credit, the Tranche A Letter of Credit Usage with respect to such Tranche A Letter of Credit and with respect to all other Tranche A Letters of Credit issued by Agentthe Administrative Agent or one of its Affiliates, when aggregated with Administrative Agent's outstanding Domestic Tranche A Revolving Loans and Tranche A Swing Line Loans, may exceed Administrative Agent's Domestic Tranche A Revolving Loan Commitment Commitments for such Borrower then in effect; and , or (by) in the event with respect to any other Revolving Lender is the proposed Issuing Lender, such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Tranche B Letter of Credit, and (1) if such Revolving Lender so elects to issue such the Tranche B Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender Credit Usage with respect to such Tranche B Letter of Credit and with respect to all other Tranche B Letters of Credit issued by the Administrative Agent or its Affiliates, when aggregated with Administrative Agent's outstanding Tranche B Revolving Loans and Tranche B Swing Line Loans, may exceed Administrative Agent's Tranche B Revolving Loan Commitments for such Borrower then in accordance with the provisions of this subsection 3.1B.effect.

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender Chase Co- Administrative Agent of a Request for Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Chase Co-Administrative Agent elects to issue such Letter of Credit, Chase Co-Administrative Agent shall promptly so notify Company Company, and such Chase Co-Administrative Agent shall be the Issuing Lender with respect thereto and (2) if thereto. In the event that Chase Co- Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Chase Co-Administrative Agent shall promptly so notify the Company, whereupon Company may request any Co-Agent other Lender to issue such Letter of Credit by delivering to such Co-Agent Lender a copy of the applicable Request for Notice of Issuance of Letter of Credit and any Co-Agent Credit. Any Lender so requested to issue such Letter of Credit shall promptly notify Company and Chase Co-Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Co-Agent Lender which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto; provided that in . In the event that five Co-Agents which in the ordinary course of their business customarily issue letters of credit all other Lenders shall have declined to issue such Letter of Credit, 80 notwithstanding notwith- standing the prior election of Chase Co-Administrative Agent not to issue such Letter of Credit, Chase Co-Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect to such Letter of Creditthereto, notwithstanding the fact that the sum of the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Chase Co- Administrative Agent, when aggregated with Chase Co-Administrative Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Chase Co-Administrative Agent's Revolving Loan Commitment then in effect; and (b) in the event any other Revolving Lender is the proposed Issuing Lender, such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and (1) if such Revolving Lender so elects to issue such Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B..