Common use of Issuance, Amendment and Renewal of Letters of Credit Clause in Contracts

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the Borrower received by the Issuing Bank applicable Issuer (with a copy sent by the Company such Issuer to the Agent) at least four three days (or such shorter time as the Issuing Bank such Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writingwriting (if required by the applicable Issuer), in the form of an L/C ApplicationApplication (or such other form as shall be acceptable to such Issuer), or shall be by online letter of credit software acceptable to such Issuer, and shall specify in form and detail satisfactory to the Issuing Banksuch Issuer: (i) the proposed date of issuance Issuance of the such Letter of Credit (which shall be a Business Day); (ii) the face amount of the such Letter of Credit; (iii) the expiry date of the such Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the such Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank such Issuer may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of CreditCredit (or such shorter time as the Agent may agree in a particular instance in its sole discretion), the Issuing Bank applicable Issuer will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank such Issuer will provide the Agent with a copy thereof. Unless the Issuing Bank applicable Issuer has received notice on or before the Business Day immediately preceding the date the Issuing Bank such Issuer is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank such Issuer not to issue such Letter of Credit because such issuance is not then permitted under subsection Section 3.01(a) as a result of the limitations set forth in clauses (1) through and (32) thereof or subsection Section 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank such Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower in accordance with the Issuing Bank's such Issuer’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank applicable Issuer will, upon the written request of the applicable Borrower received by the Issuing Bank such Issuer (with a copy sent by the Borrower such Issuer to the Agent) at least four three days (or such shorter time as the Issuing Bank such Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writingwriting (if required by the applicable Issuer), made in the form of an L/C Amendment Application or through on-line letter of credit software acceptable to such Issuer, and shall specify in form and detail satisfactory to the Issuing Banksuch Issuer: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank such Issuer may require. The Issuing Bank No Issuer shall be under no any obligation to amend any Letter of Credit if: (A) such amendment would extend the Issuing Bank expiry date for, or increase the amount of, such Letter of Credit and such Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed such amendment to the (and no Issuer shall so amend any Letter of CreditCredit if such Issuer has received a notice of the type described in the second sentence of Section 3.02(b)). The Agent will promptly notify the Banks Revolving Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and If the Banks Borrower so requests in any applicable L/C Application, the Issuer may, in its sole discretion, agree that, while to Issue a Letter of Credit is outstanding and prior to the Revolving Termination Datethat has automatic extension provisions (each, at the option an “Auto-Extension Letter of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or Credit”); provided that any such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Auto-Extension Letter of Credit issued must permit the Issuer 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 it. Each giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such request for renewal of a twelve-month period to be agreed upon at the time such Letter of Credit is Issued. Unless otherwise directed by the Issuer, the Borrower shall not be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory required to make a specific request to the Issuing Bank: (i) the Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to be renewed; have authorized (iibut may not require) the proposed date Issuer to permit the extension of notification of renewal of the such Letter of Credit at any time to an expiry date not later than the Revolving Maturity Date; provided, however, that the Issuer shall not permit any such extension if (which shall be a Business Day); (iiiA) the revised expiry date of the Letter of Credit; Issuer has determined that it would not be permitted (and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) permit such extension if the Issuing Bank Issuer has determined that it would have no obligation at such time to issue or amend such Letter of Credit in its renewed revised form (as extended) under the terms hereof) (by reason of this Agreement; the provisions of clause Section 3.01(b) or (c) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the beneficiary day that is seven Business Days before the Non-Extension Notice Date (1) from the Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each such case directing the Issuer not to permit such extension. (e) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (f) Each Issuer (other than any Affiliate of the Agent) will also deliver to the Agent: (i) concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit does not accept the proposed or amendment to or renewal of the a Letter of Credit. If ; and (ii) no later than the third Business Day following the last day of each month, a schedule of the Letters of Credit issued by it, in form and substance reasonably satisfactory to Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the reference number of any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that outstanding at any time during such Letter of Credit shall not be renewedmonth, and showing the aggregate amount (if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eany) upon the request of payable by the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow Issuer during such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalmonth.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit Issued hereunder shall be issued Issued upon the irrevocable written request of the Borrower Co-Borrowers pursuant to a Notice of Borrowing in the applicable form attached hereto as Exhibit A-1 received by the an Issuing Bank and the Agent by no later than 12:00 p.m. noon (with a copy sent by the Company to the AgentNew York City time) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to on the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, in the form of an L/C Application, and shall specify in form and detail satisfactory to the such Issuing Bank: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the such Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, the an Issuing Bank will, upon the written request of the applicable Borrower Co-Borrowers received by the such Issuing Bank (with a copy sent by the Borrower Co-Borrowers to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to 12:00 p.m. noon (New York City time) on the proposed date of amendment, amend consider the amendment of any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the such Issuing BankBank and Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the such Issuing Bank may require. The Such Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (dc) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit Issued by an Issuing Bank shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the such Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the such Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSubsection 3.02(c) upon the request of the Borrower but the Co-Borrowers, then such Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Co-Borrowers and the Revolving Banks hereby authorize such renewal, and, accordingly, the such Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Co-Borrowers requesting such renewal. (d) Any Issuing Bank may, at its election, deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Maturity Date. (e) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (f) Each Issuing Bank will deliver to Agent a true and complete copy of each Letter of Credit or amendment to or renewal of a Letter of Credit Issued by it.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the applicable Revolving Borrower or Subsidiary Swing Line Borrower received by the Issuing Bank L/C Lender (with a copy sent by the Company applicable Revolving Borrower or Subsidiary Swing Line Borrower to the Administrative Agent) at least four days three Business Days (or such shorter time as the Issuing Bank L/C Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankL/C Lender: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable type of Letter of Credit; (viii) with respect to any Letter of Credit Issued for the account of UK Borrower, whether such Letter of Credit is to be counted against the UK Borrower Sublimit or the Subsidiary Swing Line Borrower Sublimit of the UK Swing Line Borrowers; and (viiiix) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C ApplicationLender may reasonably require. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will L/C Lender will, other than with respect to the Subsidiary Swing Line Borrowers, confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a the applicable Revolving Borrower and, if not, the Issuing Bank L/C Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank L/C Lender has received notice received, on or before the Business Day immediately preceding the date the Issuing Bank L/C Lender is to issue Issue a requested Letter of Credit from the Agent Credit, (A) notice from the Administrative Agent directing the Issuing Bank L/C Lender (other than any L/C Lender making Swing Line Loans other than to the UK Swing Line Borrowers or US Borrower) not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a3.1 (a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); thereof, or (B) that one or more conditions specified a notice described in Article V are not then satisfied; subsection 3.1(b)(ii), then, subject to the terms and conditions hereof, the Issuing Bank L/C Lender shall, on the requested date, issue Issue a Letter of Credit for the account of the applicable Revolving Borrower (or jointly for the account of the applicable Revolving Borrower and the applicable Subsidiary) or the applicable Subsidiary Swing Line Borrower in accordance with the Issuing BankL/C Lender's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank L/C Lender will, upon the written request of the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower received by the Issuing Bank L/C Lender (with a copy sent by the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower to the Administrative Agent) at least four three days (or such shorter time as the Issuing Bank L/C Lender may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued Issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail reasonably satisfactory to the Issuing BankL/C Lender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank L/C Lender may reasonably require. The Issuing Bank L/C Lender shall be under no obligation to to, and shall not, amend any Letter of Credit if: (A) the Issuing Bank L/C Lender would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Administrative Agent will promptly notify the Banks Revolving Facility Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank L/C Lender and the Banks Revolving Facility Lenders agree that, while a standby Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower and upon the written request of the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower received by the Issuing Bank L/C Lender (with a copy sent by the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower to the Administrative Agent) at least five days three Business Days (or such shorter time as the Issuing Bank L/C Lender may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank L/C Lender shall be entitled to authorize the automatic renewal of any Letter of Credit issued Issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankL/C Lender: (i) the standby Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business DayDay not more than 60 days prior to the expiry date of the Letter of Credit being renewed); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank L/C Lender may reasonably require. The Issuing Bank L/C Lender shall be under no obligation so to renew any Letter of Credit and shall not do so if: (A) the Issuing Bank L/C Lender would have no obligation at such time to issue Issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank L/C Lender that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank L/C Lender would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e3.2(d) upon the request of the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower but the Issuing Bank L/C Lender shall not have received any L/C Amendment Application from the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower with respect to such renewal or other written direction by the Company applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower with respect thereto, the Issuing Bank L/C Lender shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company applicable Revolving Borrower and the Banks Revolving Facility Lenders hereby authorize such renewal, and, accordingly, the Issuing Bank L/C Lender shall be deemed to have received an L/C Amendment Application from the applicable Revolving Borrower or the applicable Subsidiary Swing Line Borrower requesting such renewal. (e) The L/C Lender may, at its election (or as required by the Administrative Agent at the direction of the Required Revolving Facility Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other reasonable action, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the fifth Business Day prior to the Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The L/C Lender will also deliver to the Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon (x) the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Company Borrower to the Administrative Agent) at least four days Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceissuance and (y) approval by the Administrative Agent of such request. Each such request by the Borrower for issuance of a Letter of Credit shall be by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Administrative Agent) at least four five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, upon approval by the Administrative Agent of such request amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, made in the form of an L/C a Letter of Credit Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. . (c) The Administrative Agent will promptly notify the Banks with Revolving Commitments of the receipt by it of any L/C Letter of Credit Application or Letter of Credit Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Administrative Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) if the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection Section 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the any Borrower received by the Issuing Bank L/C Issuer (with a copy sent by the Company such Borrower to the Agent) at least four (4) days (or such shorter time as the Issuing Bank L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimilefacsimile or e-mail, confirmed immediately in an original writing, in the form of an L/C ApplicationApplication (or such other form as shall be acceptable to the L/C Issuer), and shall specify in form and detail reasonably satisfactory to the Issuing BankL/C Issuer: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C ApplicationIssuer may reasonably require. (b) At least two (2) Business Days prior to the Issuance of any Letter of CreditCredit (or such shorter time as the Agent may agree in a particular instance in its sole discretion), the Issuing Bank L/C Issuer will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Borrowers and, if not, the Issuing Bank L/C Issuer will provide the Agent with a copy thereof. Unless the Issuing Bank L/C Issuer has received notice on or before the Business Day immediately preceding the date the Issuing Bank L/C Issuer is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank L/C Issuer not to issue such Letter of Credit because such issuance is not then permitted under subsection Subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii)thereof; or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower Borrowers in accordance with the Issuing Bank's L/C Issuer’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, the Issuing Bank L/C Issuer will, upon the written request of the applicable Borrower Borrowers received by the Issuing Bank L/C Issuer (with a copy sent by the Borrower Borrowers to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimilefacsimile or e-mail, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing BankL/C Issuer: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank L/C Issuer may reasonably require. The Issuing Bank L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank L/C Issuer and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, at the option of the applicable Borrower Borrowers and upon the written request of the Borrower Borrowers received by the Issuing Bank L/C Issuer (with a copy sent by the Borrower Borrowers to the Agent) at least five (5) days (or such shorter time as the Issuing Bank L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank L/C Issuer shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimilefacsimile or e-mail, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing BankL/C Issuer: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank L/C Issuer may reasonably require. The Issuing Bank L/C Issuer shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank L/C Issuer would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.or

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the Borrower received by the Issuing Bank applicable Issuer (with a copy sent by the Company such Issuer to the Agent) at least four three days (or such shorter time as the Issuing Bank such Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writingwriting (if required by the applicable Issuer), in the form of an L/C ApplicationApplication (or such other form as shall be acceptable to such Issuer), or shall be by online letter of credit software acceptable to such Issuer, and shall specify in form and detail satisfactory to the Issuing Banksuch Issuer: (i) the proposed date of issuance Issuance of the such Letter of Credit (which shall be a Business Day); (ii) the face amount of the such Letter of Credit; (iii) the expiry date of the such Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the such Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank such Issuer may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of CreditCredit (or such shorter time as the Agent may agree in a particular instance in its sole discretion), the Issuing Bank applicable Issuer will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank such Issuer will provide the Agent with a copy thereof. Unless the Issuing Bank applicable Issuer has received notice on or before the Business Day immediately preceding the date the Issuing Bank such Issuer is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank such Issuer not to issue such Letter of Credit because such issuance is not then permitted under subsection Section 3.01(a) as a result of the limitations set forth in clauses (1) through and (32) thereof or subsection Section 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank such Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower in accordance with the Issuing Bank's such Issuer’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank applicable Issuer will, upon the written request of the applicable Borrower received by the Issuing Bank such Issuer (with a copy sent by the Borrower such Issuer to the Agent) at least four three days (or such shorter time as the Issuing Bank such Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writingwriting (if required by the applicable Issuer), made in the form of an L/C Amendment Application or through on-line letter of credit software acceptable to such Issuer, and shall specify in form and detail satisfactory to the Issuing Banksuch Issuer: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank such Issuer may require. The Issuing Bank No Issuer shall be under no any obligation to amend any Letter of Credit if: (A) such amendment would extend the Issuing Bank expiry date for, or increase the amount of, such Letter of Credit and such Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed such amendment to the (and no Issuer shall so amend any Letter of CreditCredit if such Issuer has received a notice of the type described in the second sentence of Section 3.02(b)). The Agent will promptly notify the Banks Revolving Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and If the Banks Borrower so requests in any applicable L/C Application, the applicable Issuer may, in its sole discretion, agree that, while to Issue a Letter of Credit is outstanding and prior to the Revolving Termination Datethat has automatic extension provisions (each, at the option an “Auto-Extension Letter of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or Credit”); provided that any such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Auto-Extension Letter of Credit issued must permit the applicable Issuer 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 it. Each giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such request for renewal of a twelve-month period to be agreed upon at the time such Letter of Credit is Issued. Unless otherwise directed by the applicable Issuer, the Borrower shall not be made by facsimile, confirmed immediately in required to make a specific request to such Issuer for any such extension. Once an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to be renewed; have authorized (iibut may not require) the proposed date applicable Issuer to permit the extension of notification of renewal of the such Letter of Credit (which shall be a Business Day); (iii) the revised at any time to an expiry date of not later than the Letter of CreditRevolving Maturity Date; and provided, however, that the applicable Issuer shall not permit any such extension if (ivA) such other matters as the Issuing Bank may require. The Issuing Bank Issuer has determined that it would not be permitted (and shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank permit such extension if such Issuer has determined that it would have no obligation at such time to issue or amend such Letter of Credit in its renewed revised form (as extended) under the terms hereof) (by reason of this Agreement; the provisions of clause Section 3.01(b) or (c) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the beneficiary day that is seven Business Days before the Non-Extension Notice Date (1) from the Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each such case directing such Issuer not to permit such extension. (e) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (f) Each Issuer (other than any Affiliate of the Agent) will also deliver to the Agent: (i) concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit does not accept the proposed or amendment to or renewal of the a Letter of Credit. If ; and (ii) no later than the third Business Day following the last day of each month, a schedule of the Letters of Credit issued by it, in form and substance reasonably satisfactory to Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the reference number of any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that outstanding at any time during such Letter of Credit shall not be renewedmonth, and showing the aggregate amount (if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eany) upon the request of payable by the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow Issuer during such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalmonth.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: : (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); ; (ii) the face amount of the Letter of Credit; ; (iii) the expiry date of the Letter of Credit; ; (iv) the name and address of the beneficiary thereof; ; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; ; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be issued Issued upon the irrevocable written request of the Borrower pursuant to a Notice of Borrowing (Letter of Credit) in the applicable form attached hereto as Exhibit A received by the an Issuing Bank and the Agent by no later than 3:00 p.m. (with a copy sent by the Company to the AgentNew York City time) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to on the proposed date of issuanceIssuance; provided, however, that each such Issuance is subject to the consent of Agent. Each such request for issuance Issuance of a Letter of Credit shall be by electronic transfer or facsimile, confirmed immediately by the close of the next Business Day in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the such Issuing BankBank and Agent: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) whether the applicable BorrowerLetter of Credit is a Standby or Commercial Letter of Credit; and (viii) such other matters as the such Issuing Bank may require. The No such Issuance will be made if prior to 5:00 p.m. (New York City time) on the day before the proposed date of Issuance, a Bank has provided Agent will promptly with, and Agent has actually received, a written notice in the form of Exhibit G. If Agent does timely receive a written notice in the form of Exhibit G, Agent shall notify the Banks Borrower and such Issuing Bank by 3:00 p.m. (New York City time) on the proposed date of Issuance, and the proposed Letter of Credit will not be Issued, unless one or more of the Banks have elected to become Approving Banks thereby triggering the Conversion to Reduced Funding Banks Date. If the Approving Banks elect to Issue the Letter of Credit notwithstanding the Agent’s receipt by it of any L/C Applicationsuch notice, they may (on a pro rata basis among the Banks that have elected to continue funding) Issue the full amount, or a pro rata amount after taking into account the Declining Bank’s Pro Rata Share, of such requested Letter of Credit. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Expiration Date, the an Issuing Bank will, upon the written request of the applicable Borrower received by the such Issuing Bank (with a copy sent by and the Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) Agent prior to 3:00 p.m. (New York City time) on the proposed date of amendment, amend consider the amendment of any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by electronic transfer or facsimile, confirmed immediately by the close of the next Business Day in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing BankBank and Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the such Issuing Bank may require. The Such Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) and shall not do so without the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks consent of the receipt Agent. No such amendment will be made if a Bank has provided Agent with, and Agent has actually received, a written notice in the form of Exhibit G by it of any L/C Amendment Application. 5:00 p.m. (dNew York City time) The Issuing Bank and on the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to Business Day immediately preceding the proposed date of notification of renewal, amendment (the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it“Exhibit G Cut-Off”). Each such request for renewal of If Agent does timely receive a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, written notice in the form of an L/C Amendment ApplicationExhibit G, Agent shall notify the Borrower and such Issuing Bank by 3:00 p.m. (New York City time) on the proposed date of amendment, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit will not be amended; provided, however, that if one or more Banks do approve such amendment, Agent shall notify all Banks and the approving Banks may elect to be renewed; (ii) become the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Approving Banks and amend such Letter of Credit; and (iv) , thereby triggering the Conversion to Reduced Funding Banks Date. If a request in the form of Exhibit G is received after the Exhibit G Cut-Off, Agent will make its best efforts to honor such other matters as the Issuing Bank may requirerequest but shall bear no liability for failing to honor such request. The Issuing Bank Banks shall be under no obligation so to renew any Letter of Credit if: Credit. (Ac) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit Issued by an Issuing Bank shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the such Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the such Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSubsection 3.02(c) upon the request of the Borrower but Borrower, then unless a Bank has provided Agent with, and Agent has actually received, a written notice in the form of Exhibit G to such Issuing Bank shall not have received any L/C Amendment Application from by 12:00 p.m. noon (New York City time) on the Borrower with respect next to such renewal or other written direction by the Company with respect thereto, the last date for Issuing Bank shall to provide notice to the beneficiary of non-renewal, such Issuing Bank shall, subject to the consent of the Agent, nonetheless be permitted to allow such Letter of Credit to renew, and the Company Borrower and the Banks hereby authorize such renewal, and, accordingly, the such Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal. If one or more Banks do not approve such renewal, Agent shall notify all Banks and the approving Banks may elect to become the Approving Banks and renew such Letter of Credit, thereby triggering the Conversion to Reduced Funding Banks Date. (d) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (e) Each Issuing Bank will also deliver to Agent a true and complete copy of each Letter of Credit or amendment to or renewal of a Letter of Credit Issued by it.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit (other than the Existing Letter of Credit) shall be issued upon the irrevocable written request of the Borrower received by the respective Issuing Bank Lender (with a copy sent by the Company Borrower to the Administrative Agent) at least four days five Business Days (or such shorter time as the such Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail satisfactory to the respective Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the respective Issuing Bank Lender may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the each Issuing Bank Lender will, upon the written request of the applicable Borrower received by the such Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least four days five Business Days (or such shorter time as the such Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimilefac- simile, confirmed immediately in an original writing, made in the form of an L/C a Letter of Credit Amendment Application and shall specify in form and detail satisfactory to the respective Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the such Issuing Bank Lender may reasonably require. The No Issuing Bank Lender shall be under no any obligation to amend any Letter of Credit if: (A) the such Issuing Bank Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. . (c) The Administrative Agent will promptly notify the Banks RL Lenders of the receipt by it of any L/C Letter of Credit Application or Letter of Credit Amendment Application. (d) The Issuing Bank Lenders and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the respective Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least five days Business Days (or such shorter time as the such Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the such Issuing Bank Lender shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Amendment Application, and shall specify in form and detail satisfactory to the respective Issuing BankLender: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the such Issuing Bank Lender may reasonably require. The No Issuing Bank Lender shall be under no any obligation so to renew any Letter of Credit if: (A) the if such Issuing Bank Lender would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the respective Issuing Bank Lender that such Letter of Credit shall not be renewed, and if at the time of renewal the such Issuing Bank Lender would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection Section 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the irrevocable written request of the Borrower received by the applicable Issuing Bank Lender (with a copy sent by the Company Borrower to the Administrative Agent) at least four days two Business Days (or such shorter time as the applicable Issuing Bank Lender and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application or L/C Amendment Application, appropriately completed and signed by a Responsible Officer. Such L/C Application or L/C Amendment Application may be sent by telecopier, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any other means acceptable to the applicable Issuing Lender. Such L/C Application or L/C Amendment Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 12:00 noon Eastern time at least two Business Days (or such later date and time as the Administrative Agent and the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the applicable Issuing BankLender: (i) the proposed issuance date of issuance of the Letter of Credit (which shall be a Business Day)Credit; (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrowerpurpose and nature of the requested Letter of Credit; and (viiivii) such other matters as the applicable Issuing Bank Lender may requirereasonably require related to the issuance of such Letter of Credit. The Agent will promptly notify In the Banks case of a request for an L/C Amendment, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such Issuing Lender may reasonably require related to the issuance of such Letter of Credit. Additionally, the Borrower shall furnish to the applicable Issuing Lender and the Administrative Agent such other ordinary and customary documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C-Related Documents, as the applicable Issuing Lender or the Administrative Agent may reasonably require. (b) Promptly upon receipt by it of any L/C Application or L/C Amendment Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the applicable Issuing Bank Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the such L/C Application or L/C Amendment Application from a the Borrower and, if not, the such Issuing Bank Lender will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Bank Lender has received notice on or before the Business Day immediately preceding the date the such Issuing Bank Lender is to issue a requested or amend the applicable Letter of Credit from the Agent Credit, (A) notice from the Administrative Agent directing the such Issuing Bank Lender not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one a notice described in subsection 3.01(b)(ii) or more conditions specified (C) any limitation set forth in Article V are clauses (iii) or (v) of subsection 3.01(b) has not then satisfied; been waived in writing by all Revolving Loan Lenders, then, subject to the terms and conditions hereof, the such Issuing Bank Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower Borrower, or enter into the applicable amendment, as the case may be, in each case in accordance with the such Issuing Bank's Lender’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Credit Facility Termination Date, the applicable Issuing Bank Lender will, upon the written request of the applicable Borrower received by the such Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least four days two Business Days (or such shorter time as the applicable Issuing Bank Lender and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimiletelecopier, confirmed immediately (by messenger or overnight courier) in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the such Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as such Issuing Lender may reasonably require related to the amendment of such Letter of Credit. No Issuing Bank may require. The Issuing Bank Lender shall be under no have any obligation to amend any Letter of Credit if: (A) the such Issuing Bank Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the such Letter of Credit. The Administrative Agent will promptly notify the Banks of the receipt by it Revolving Loan Lenders of any L/C Amendment ApplicationIssuance or amendment of a Letter of Credit. (d) The If the Borrower so requests in any applicable L/C Application, any Issuing Bank Lender may, in its sole and the Banks absolute discretion, agree that, while to issue a Letter of Credit is outstanding and prior to the Revolving Termination Datethat has automatic extension provisions (each, at the option an “Auto-Extension Letter of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or Credit”); provided that any such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Auto-Extension Letter of Credit issued must permit the applicable Issuing Lender 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 it. Each giving prior notice to the beneficiary thereof not later than three days (the “Non-Extension Notice Date”) in each such request for renewal of a twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to the applicable Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be made by facsimile, confirmed immediately in deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) expiry date not later than the Letter of Credit to be renewedExpiration Date; (ii) provided, however, that the proposed date of notification of renewal of the Letter of Credit (which applicable Issuing Lender shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) not permit any such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: extension if (A) the applicable Issuing Bank Lender has determined that it would not be permitted, or would have no obligation obligation, at such time to issue or amend such Letter of Credit in its renewed revised form (as extended) under the terms hereof (by reason of the provisions of subsection 3.01(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Loan 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 5.02 is not then satisfied, and in each such case directing the applicable Issuing Lender not to permit such extension. (e) Each Issuing Lender may, at its election (or as required by the Administrative Agent at the direction of the Required Revolving Loan Lenders), deliver any notice of termination or other communication to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Credit Facility Termination Date unless otherwise permitted by the terms of this Agreement; . (f) Each Issuing Lender will deliver to the Administrative Agent and the Borrower, concurrently or (B) the beneficiary promptly following its delivery of any such Letter of Credit does not accept the proposed renewal of the a Letter of Credit. If any outstanding , or amendment to or renewal of a Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewedCredit, to an advising bank or a beneficiary, a true and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal complete copy of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request or of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal amendment or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company any Borrower to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application. Each Letter of Credit (i) will be for the account of such Borrower, and shall specify in form and detail (ii) will be a non-transferable standby letter of credit to support certain payment or performance obligations of such Borrower, (iii) will be for purposes reasonably satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; Bank and (iv) the name will contain such terms and address of the beneficiary thereof; (v) the documents to provisions as may be presented customarily required by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C ApplicationBank. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Letter of Credit Application or L/C Letter of Credit Amendment Application from a any Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank (i) has received notice on or before the Business Day immediately preceding the date the Issuing Bank is prior to issue its Issuance of a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); this Section 6.2, or (B) that one or more conditions specified in Article V VIII are not then satisfied; satisfied or waived or (ii) is otherwise not obligated to issue such Letter of Credit under Section 6.1, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the such Borrower in accordance with the Issuing Bank's ’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Letter of Credit Termination Date, the Issuing Bank will, upon the written request of the applicable any Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendmentamendment or extension, amend any Letter of Credit issued Issued by itit or extend the expiry date. Each such request for amendment or extension of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the such form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may shall require. The Issuing Bank shall be under no obligation to amend or extend the expiry date any Letter of Credit if: (Ai) the Issuing Bank would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of amendment to the Letter of Credit. . (d) Upon receipt of notice from the Issuing Bank, the Agent will promptly notify the Lenders of the Issuance of a Letter of Credit and any amendment or extension thereto. (e) If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Borrowers and the Banks Lenders hereby authorize such renewal, and, accordingly, . The Issuing Bank shall not be obligated to allow such Letter of Credit to renew if the Issuing Bank would have no obligation at such time to Issue or amend such Letter of Credit under the terms of this Agreement. (f) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiration date of any Letter of Credit to be a date not later than the Maturity Date. (g) This Agreement shall be deemed control in the event of any conflict with any Letter of Credit Related Document. (h) The Issuing Bank will also deliver to have received the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment or extension to a Letter of Credit, to an L/C Amendment Application from the Borrower requesting advising bank or a beneficiary, a true and complete copy of each such renewalLetter of Credit, amendment, or extension to a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection SECTION 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection SECTION 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, with the written approval of the Agent, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 clause (ed) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks Lenders hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Majority Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent (and the Agent shall deliver a copy to each Lender), concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising lender or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company Issuing Bank to the Agent) at least four days three Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount and currency (which shall be Dollars or an Agreed Alternative Currency) of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable BorrowerPerson for whose account the Letter of Credit is to be Issued (which shall be the Company, the Parent, or any of its Subsidiaries); and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection Section 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection Section 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 Company, the Parent, or a Subsidiary, as applicable, in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four days five Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit, and no Bank shall be obligated to participate in any Letter of Credit in its amended form, if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to so to renew any Letter of Credit, and no Bank shall be obligated to participate in any Letter of Credit in its renewed form, if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSection 3.02(d) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Majority Banks), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than 90 days after the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be issued Issued upon the irrevocable written request of the Borrower pursuant to a Notice of Borrowing (Letter of Credit) in the applicable form attached hereto as Exhibit A received by the an Issuing Bank (with a copy sent by the Company Borrower to the Administrative Agent) at least four days by no later than 1:00 p.m. (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretionNew York City time) prior to on the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, in the form of an L/C Application, and shall specify in form and detail satisfactory to the such Issuing Bank: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) whether the requested Letter of Credit would be a commercial documentary letter of credit, SPT-Related Standby Letter of Credit, Physical Trade Delivery-Related Standby Letter of Credit or other standby letter of credit; (iii) the face amount of the Letter of Credit; (iiiiv) the expiry date of the Letter of Credit, which date shall not, without the prior, explicit consent of each Bank, be later than the earlier to occur of (A) 90 days after the proposed date of Issuance of such Letter of Credit or (B) the Maturity Date (or in the case of any 360-Day Letter of Credit, the 360-Day L/C Maturity Date); (ivv) the name and address of the beneficiary thereof; (vvi) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vivii) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) such other matters as the such Issuing Bank may require. The Upon receipt of such request, the Administrative Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance . Upon receipt by an Issuing Bank of any a Letter of CreditCredit request, the such Issuing Bank will shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower such request and, if not, the such Issuing Bank will shall provide the Administrative Agent with a copy thereof. Unless the Upon receipt by such Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit confirmation from the Administrative Agent (A) directing in writing, in the Issuing Bank not to issue such Letter form of Credit because such Exhibit K hereto, that the requested issuance or amendment is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to accordance with the terms and conditions hereof, the such Issuing Bank shall, on the requested date, issue a such Letter of Credit for the account of the requesting Borrower or issue the applicable amendment, as the case may be, in each case in accordance with the such Issuing Bank's ’s usual and customary business practices. (cb) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Expiration Date, the an Issuing Bank will, upon the written request of the applicable Borrower received by the such Issuing Bank (with a copy sent by the Borrower to the Administrative Agent) at least four days by no later than 1:00 p.m. (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretionNew York City time) prior to on the proposed date of amendment, amend consider the amendment of any Letter of Credit issued Issued by it. Each such request for amendment of a Letter of Credit shall be made by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, made in the form of an L/C Amendment Application Application, and shall specify in form and detail satisfactory to such Issuing Bank and the Issuing BankAdministrative Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the such Issuing Bank may require. The Such Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (dc) The Issuing Bank Banks and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Expiration Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the an Issuing Bank (with a copy sent by the Borrower to the AgentAdministrative Agent and the other Issuing Banks) at least five days by no later than 1:00 p.m. (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretionNew York City time) prior to on the proposed date of notification of renewal, the Issuing Bank shall be entitled shall, subject to authorize the automatic renewal of Section 3.01(b), renew any Letter of Credit issued Issued by it. Each such request for renewal of a Letter of Credit made by the Borrower shall be made by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to such Issuing Bank and the Issuing BankBanks: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the such Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: . (Ad) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit Issued by an Issuing Bank shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the such Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the such Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit subject to Section 3.01(b) and in accordance with this subsection 3.02 (eSubsection 3.02(d) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to Borrower, then such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Borrower and the Banks hereby authorize such renewal, and, accordingly, the such Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal. (e) Any Issuing Bank may, at its election, deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Expiration Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) Each Issuing Bank will also deliver to the Administrative Agent a true and complete copy of each Letter of Credit or amendment to or renewal of a Letter of Credit Issued by it.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the relevant Issuing Bank (with a copy sent by the Company any Borrower to the Agent) at least four days three (3) Business Days (or such shorter time as the relevant Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the . Each Letter of Credit (which shall i) will be a Business Day); for the account of such Borrower, (ii) the face amount will be a non-transferable standby letter of the Letter credit to support certain payment or performance obligations of Credit; such Borrower, (iii) will be for purposes reasonably satisfactory to the expiry date of the Letter of Credit; relevant Issuing Bank and (iv) the name will contain such terms and address of the beneficiary thereof; (v) the documents to provisions as may be presented customarily required by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) such other matters as the relevant Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C ApplicationBank. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the relevant Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Letter of Credit Application or L/C Letter of Credit Amendment Application from a any Borrower and, if not, the such Issuing Bank will provide the Agent with a copy thereof. Unless the relevant Issuing Bank (i) has received notice on or before the Business Day immediately preceding the date the Issuing Bank is prior to issue its Issuance of a requested Letter of Credit from the Agent (A) directing the such Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); this Section 6.2, or (B) that one or more conditions specified in Article V VIII are not then satisfied; satisfied or waived or (ii) is otherwise not obligated to issue such Letter of Credit under Section 6.1, then, subject to the terms and conditions hereof, the such Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the such Borrower in accordance with the such Issuing Bank's ’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Letter of Credit Termination Date, the relevant Issuing Bank will, upon the written request of the applicable any Borrower received by the such Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days three (3) Business Days (or such shorter time as the such Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendmentamendment or extension, amend any Letter of Credit issued Issued by itit or extend the expiry date. Each such request for amendment or extension of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the such form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the relevant Issuing Bank may shall require. The No Issuing Bank shall be under no any obligation to amend or extend the expiry date any Letter of Credit if: (Ai) the such Issuing Bank would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of amendment to the Letter of Credit. . (d) Upon receipt of notice from the relevant Issuing Bank, the Agent will promptly notify the Lenders of the Issuance of a Letter of Credit and any amendment or extension thereto. (e) If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the relevant Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the relevant Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Borrowers and the Banks Lenders hereby authorize such renewal, and, accordingly, the . The relevant Issuing Bank shall not be deemed obligated to allow such Letter of Credit to renew if such Issuing Bank would have received no obligation at such time to Issue or amend such Letter of Credit under the terms of this Agreement. (f) Any Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiration date of any Letter of Credit to be a date not later than the Maturity Date. (g) This Agreement shall control in the event of any conflict with any Letter of Credit Related Document. (h) Each Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment or extension to a Letter of Credit, to an L/C Amendment Application from the Borrower requesting advising bank or a beneficiary, a true and complete copy of each such renewalLetter of Credit, amendment, or extension to a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each ---------------------------------------------------- Letter of Credit shall be issued upon the irrevocable written request of the Borrower Borrowers' Designee received by the Issuing Bank (with a copy sent by the Company Borrowers' Designee to the Agent) at least four days Business Days in the case of Letters of Credit to be denominated in Dollars, and six Business Days in the case of any Offshore Currency Letters of Credit (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit (and applicable Offshore Currency in the case of a proposed Offshore Currency Letter of Credit); (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it Dollar Equivalent Amount of any L/C ApplicationOffshore Currency Letter of Credit will be determined by the Agent for such Letter of Credit on the Computation Date therefor in accordance with subsection 2.5(a). (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Borrowers' Designee and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a3.1 (a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii3.1(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Borrowers' Designee received by the Issuing Bank (with a copy sent by the Borrower Borrowers' Designee to the Agent) at least four days Business Days in the case of Letters of Credit denominated in Dollars, and six Business Days in the case of Offshore Currency Letters of Credit (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendmentamendment (including a renewal or extension thereof), amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment ApplicationApplication and of the Issuance of any Letter of Credit notified to it by the Issuing Bank. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each it which provides for such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may requirerenewal. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.3.2

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an a L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date on which the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection Section 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection Section 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, with the written approval of the Agent, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an a L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five (5) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an a L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 clause (ed) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks Lenders hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an a L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Majority Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent (and the Agent shall deliver a copy to each Lender), concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising lender or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four two (2) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be sent by electronic transfer or facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two one (1) Business Days Day prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue Issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four two (2) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five two (2) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.such

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be issued Issued upon the irrevocable written request of the Borrower pursuant to a Notice of Borrowing (Letter of Credit) in the applicable form attached hereto as Exhibit A received by the an Issuing Bank (with a copy sent by copy (ii) whether the Company to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a requested Letter of Credit shall would be by facsimilea commercial documentary letter of credit, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Swap-Related Standby Letter of Credit (which shall be a Business Day)or other standby letter of credit; (iiiii) the face amount of the Letter of Credit; (iiiiv) the expiry date of the Letter of Credit; (ivv) the name and address of the beneficiary thereof; (vvi) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vivii) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) such other matters as the such Issuing Bank may require. The Upon receipt of such request, the Administrative Agent will promptly notify the Banks of the receipt by it of any L/C Application. No such Issuance will be made if prior to 5:00 p.m. (New York City time) one Business Day immediately prior to the proposed date of Issuance, a Bank has provided the Administrative Agent with, and the Administrative Agent has actually received, a written notice in the form of Exhibit H. If the Administrative Agent does timely receive a written notice in the form of Exhibit H, the Administrative Agent shall notify the Borrower, such Issuing Bank and the Banks by 6:00 p.m. (New York City time) one Business Day immediately prior to the proposed date of Issuance, and the proposed Letter of Credit will not be Issued, unless one or more of the Banks have elected to become Approving Banks thereby triggering the Conversion to Reduced Funding Banks Date. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Expiration Date, the an Issuing Bank will, upon the written request of the applicable Borrower received by the such Issuing Bank (with a copy sent by the Borrower to the Administrative Agent) at least four days by no later than 12:00 p.m. noon (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretionNew York City time) prior to on the proposed date of amendment, amend consider the amendment of any Letter of Credit issued Issued by it. Each such request for amendment of a Letter of Credit shall be made by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to such Issuing Bank and the Issuing BankAdministrative Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the such Issuing Bank may require. The Such Issuing Bank shall be under no obligation to amend any Letter of Credit if: Credit. No such amendment will be made if a Bank has provided the Administrative Agent with, and the Administrative Agent has actually received, a written notice in the form of Exhibit H by 5:00 p.m. (ANew York City time) on the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept Business Day immediately preceding the proposed amendment to date of amendment. If the Letter Administrative Agent does timely receive a written notice in the form of Credit. The Exhibit H, the Administrative Agent will promptly shall notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Borrower, such Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank 6:00 p.m. (with a copy sent by the Borrower to the AgentNew York City time) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) one Business Day immediately prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Applicationamendment, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit will not be amended; provided, however, that one or more Banks may elect to be renewed; (ii) become the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; Approving Banks and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under Credit, thereby triggering the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled Conversion to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Reduced Funding Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalDate.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued by the Issuing Banks upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) L/C Administrator at least four days 5 Business Days (or such shorter time as the Agent, the L/C Administrator and the Issuing Bank Banks may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. The L/C Administrator shall promptly advise the Agent of any such request. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing BankL/C Administrator: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary Beneficiary thereof; (v) the documents to be presented by the beneficiary Beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary Beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank L/C Administrator may require. The Agent will promptly notify the Banks L/C Administrator is hereby authorized to execute and deliver each Letter of Credit on behalf of the receipt by it Issuing Banks. In the event of any a conflict between the provisions of this Agreement and the provisions of an L/C Application, this Agreement shall govern. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank Banks will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower to the Agent) L/C Administrator at least four days 5 Business Days (or such shorter time as the Issuing Bank Agent, the L/C Administrator and the Banks may agree in a particular instance in its their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued Issued by itthem. The L/C Administrator shall promptly advise the Agent of any such request. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing BankL/C Administrator: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank L/C Administrator may require. The No Issuing Bank shall be under no have any obligation to amend any Letter of Credit and no Participating Bank shall have any obligation to participate in any amended Letter of Credit if: (A) the Issuing such Bank would have no obligation not been obligated at such time to issue Issue or participate in such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary Beneficiary of any such letter Letter of Credit does not accept the proposed amendment to such Letter of Credit. The Banks agree, upon the request of the Company and as long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing, to amend any Letter of Credit to extend the expiry date thereof to a date not later than the Termination Date as such Termination Date may have been extended pursuant to Section 2.19; provided, however, that the Company shall use its best (c) The Agent shall promptly notify each Issuing Bank of the receipt of a written request from the Company for the issuance of or an amendment to a Letter of Credit and, with respect to the issuance of a Letter of Credit, the amount of such Issuing Bank's share of such Letter of Credit. The Agent will shall promptly notify the Banks Participating Bank of its share of the receipt by it risk of any a Letter of Credit, which shall equal its L/C Amendment Application. (d) The Issuing Bank and the Banks agree thatPercentage thereof. In addition, while a Letter of Credit is outstanding and at least two Business Days prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (issuance or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal amendment of any Letter of Credit issued Credit, the Agent will confirm to the Banks (by it. Each such request for renewal telephone or in writing) that the Agent has received a copy of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue Application or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with Company. (d) With respect to a request to Issue a Letter of Credit, unless the Agent has received, on or before the Business Day immediately preceding the date on which the Banks are to Issue such renewal Letter of Credit, (A) notice from the Required Banks or the Company directing the Agent not to permit the issuance of such Letter of Credit because such issuance is not then permitted under subsection 2.1(a) as a result of the limitations set forth therein or (B) a notice described in subsection 2.1(b)(ii), then, subject to the terms and conditions hereof, the L/C Administrator shall, on the requested date, cause a Letter of Credit to be Issued by the Issuing Banks for the account of the Company in accordance with the L/C Administrator's usual and customary business practices. (e) The L/C Administrator may, at its election (or at the direction of the Agent or the Required Banks), deliver any notices of termination or other written direction by communications to any Beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow expiry date of such Letter of Credit to renewbe a date not later than the Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The L/C Administrator, and concurrently or promptly following the Company delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to a Beneficiary, shall send to the Agent and the Banks hereby authorize a true and complete copy of each such renewalLetter of Credit or amendment to or renewal of a Letter of Credit. After giving effect to the Issuance of any Letter of Credit, and, accordingly, the Issuing Bank there shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalno more than 20 Letters of Credit outstanding.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request submission by Borrower of a Notice of L/C Issuance/Amendment to the Borrower received by the Issuing Bank Fronting Lender (with a copy sent by the Company Borrower to the Administrative Agent) at least four days three Business Days (or such shorter time as the Issuing Bank Fronting Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Notice of a Letter of Credit L/C Issuance/Amendment shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankFronting Lender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrowername and address of the respective Account Party; and (viii) such other matters as the Issuing Bank Fronting Lender may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two one Business Days Day prior to the Issuance of any Letter of Credit, the Issuing Bank Fronting Lender will confirm with the Administrative Agent (by telephone or in writing) that the Agent has received a copy availability of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent Revolving Commitments with a copy thereofrespect to such Issuance. Unless the Issuing Bank Fronting Lender has received notice from the Administrative Agent on or before the Business Day immediately preceding the date the Issuing Bank Fronting Lender is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank Fronting Lender not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(aSection 3.0l(a) as a result of the limitations set forth in clauses (1) through and (32) thereof or subsection 3.01(b)(ii); clause (i) of Section 3.0l(b) or (B) that one or more conditions specified in Article V are not then satisfied; , then, subject to the terms and conditions hereof, the Issuing Bank Fronting Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower in accordance with the Issuing BankFronting Lender's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Commitment Termination Date, the Issuing Bank Fronting Lender will, upon the written request of the applicable Borrower received by the Issuing Bank Fronting Lender (with a copy sent by the Borrower to the Administrative Agent) at least four days three Business Days (or such shorter time as the Issuing Bank Fronting Lender may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an a Notice of L/C Issuance/Amendment Application and shall specify in form and detail reasonably satisfactory to the Issuing BankFronting Lender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Fronting Lender may reasonably require. The Issuing Bank Fronting Lender shall be under no obligation to amend any Letter of Credit if: if (A) the Issuing Bank Fronting Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; Agreement or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Administrative Agent will promptly notify the Banks Lenders of the receipt by it of any Notice of L/C Amendment ApplicationIssuance/Amendment. (d) The Issuing Bank Fronting Lender and the Banks Lenders agree that, while a standby Letter of Credit is outstanding and prior to the Revolving Commitment Termination Date, at the option of the applicable Borrower respective Account Party and upon the written request of Borrower and the Borrower Account Party received by the Issuing Bank Fronting Lender (with a copy sent by the Borrower prospective Account Party to the Administrative Agent) at least five days three Business Days (or such shorter time as the Issuing Bank Fronting Lender may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank Fronting Lender shall be entitled to authorize the automatic renewal of any standby Letter of Credit issued by it. Each such request for renewal of a standby Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an a Notice of L/C Amendment ApplicationIssuance/Amendment, and shall specify in form and detail reasonably satisfactory to the Issuing BankFronting Lender: (i) the standby Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the standby Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the standby Letter of Credit; and (iv) such other matters as the Issuing Bank Fronting Lender may reasonably require. The Issuing Bank Fronting Lender shall be under no obligation so to renew, and shall not so renew any standby Letter of Credit if: if (A) the Issuing Bank Fronting Lender would have no obligation at such time to issue or amend such standby Letter of Credit in its renewed form under the terms of this Agreement; Agreement or (B) the beneficiary of any such standby Letter of Credit does not accept the proposed renewal of the standby Letter of Credit. If any outstanding standby Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank Fronting Lender that such standby Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank Fronting Lender would be entitled to authorize the automatic renewal of such standby Letter of Credit in accordance with this subsection Section 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the an L/C Borrower received by the Issuing Bank (with a copy sent by the Company related L/C Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a an L/C Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection Section 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection Section 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 such L/C Borrower in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable an L/C Borrower received by the Issuing Bank (with a copy sent by the related L/C Borrower to the Agent) at least four (4) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable an L/C Borrower and upon the written request of the an L/C Borrower received by the Issuing Bank (with a copy sent by the related L/C Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSection 3.02(d) upon the request of the an L/C Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the such L/C Borrower with respect to such renewal or other written direction by the Company such L/C Borrower with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Companies and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the such L/C Borrower requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Majority Banks), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii)thereof; or (B) that one or more conditions specified in Article V are not then 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 Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Majority Banks), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon (x) the irrevocable written request of the Borrower received by the Issuing Bank Lender (with a copy sent by the Company Borrower to the Administrative Agent) at least four days (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuance, and (y) approval by the Administrative Agent of such request. Each such request by the Borrower for issuance of a Letter of Credit shall be by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank Lender may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, the Issuing Bank Lender will, upon the written request of the applicable Borrower received by the Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least four days (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, upon approval by the Administrative Agent of such request, amend any Letter of Credit issued by it. Each such request by the Borrower for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, made in the form of an L/C a Letter of Credit Amendment Application and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Lender may reasonably require. The Issuing Bank Lender shall be under no obligation to amend any Letter of Credit if: if (A) the Issuing Bank Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. . (c) The Administrative Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Letter of Credit Application or Letter of Credit Amendment Application. (d) The Issuing Bank Lender and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least five days four (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank Lender shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Amendment Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank Lender may reasonably require. The Issuing Bank Lender shall be under no obligation so to renew any Letter of Credit if: (A) if the Issuing Bank Lender would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank Lender that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank Lender would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSection 3.2(d) upon the request of the Borrower but the Issuing Bank Lender shall not have received any L/C Letter of Credit Amendment Application from the Borrower with respect to such renewal or other written direction by from the Company Borrower with respect thereto, the Issuing Bank Lender shall nonetheless be permitted to allow such Letter of Credit to renewbe renewed, and the Company Borrower and the Banks Lenders hereby authorize such renewal, and, accordingly, the Issuing Bank Lender shall be deemed to have received an L/C a Letter of Credit Amendment Application from the Borrower requesting such renewal. (e) This Agreement shall control in the event of any conflict with any Letter of Credit Related Document (other than any Letter of Credit, the provisions of which shall control in any event). The Issuing Lender will also deliver to the Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or any amendment to or renewal of a Letter of Credit, to a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Administrative Agent) at least four days three Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, Application and shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice received, on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent Credit, (A) notice from the Administrative Agent directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); hereunder or (B) that one or more conditions specified a notice described in Article V are not then satisfied; Section 9.10(b), then, subject to the terms and conditions hereofof this Agreement, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's ’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the applicable Borrower to the Administrative Agent) at least four days three Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the such Letter of Credit. The Administrative Agent will promptly notify the Banks Committed Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks Committed Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Administrative Agent) at least five days three Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the such Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) Section 7.02 upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Company, the Committed Lenders and the Banks Administrative Agent hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Administrative Agent at the direction of the Required Lenders), deliver any notice of termination or other communication to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the scheduled Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will deliver to the Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or an amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of such Letter of Credit or such amendment or renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) Bank such other matters as the Issuing Bank may require. The Agent Each Letter of Credit (i) will promptly notify be for the Banks account of such Borrower, (ii) will be a (A) nontransferable standby letter of credit to support certain performance obligations of such Borrower, or (B) non-transferable standby letter of credit to support certain payment obligations of such Borrower that are not prohibited by this Agreement, (iii) will be for purposes reasonably satisfactory to the receipt Issuing Bank and (iv) will contain such terms and provisions as may be customarily required by it of any L/C Applicationthe Issuing Bank. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Letter of Credit Application or L/C Letter of Credit Amendment Application from a any Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is prior to issue its Issuance of a requested Letter of Credit from the Agent (Ai) directing the Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); this Section 6.2, or (Bii) that one or more conditions specified in Article V VIII are not then satisfiedsatisfied or waived; then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the such Borrower in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Letter of Credit Termination Date, the Issuing Bank will, upon the written request of the applicable any Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendmentamendment or extension, amend any Letter of Credit issued Issued by itit or extend the expiry date. Each such request for amendment or extension of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the such form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may shall require. The Issuing Bank shall be under no obligation to amend or extend the expiry date any Letter of Credit if: (Ai) the Issuing Bank would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of amendment to the Letter of Credit. . (d) Upon receipt of notice from the Issuing Bank, the Agent will promptly notify the Lenders of the Issuance of a Letter of Credit and any amendment or extension thereto. (e) If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Borrowers and the Banks Lenders hereby authorize such renewal, and, accordingly, . The Issuing Bank shall not be obligated to allow such Letter of Credit to renew if the Issuing Bank would have no obligation at such time to Issue or amend such Letter of Credit under the terms of this Agreement. (f) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiration date of any Letter of Credit to be a date not later than the Maturity Date. (g) This Agreement shall be deemed control in the event of any conflict with any Letter of Credit-Related Document. (h) The Issuing Bank will also deliver to have received an L/C Amendment Application from the Borrower requesting such renewal.Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment or extension to a Letter of Credit, to an

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower received by the Issuing Bank Lender (with a copy sent by the Company Borrower to the Administrative Agent) at least four days (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuance, and approval by the Administrative Agent of such request. Each such request by the Borrower for issuance of a Letter of Credit shall be by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank Lender may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, the Issuing Bank Lender will, upon the written request of the applicable Borrower received by the Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least four days (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, upon approval by the Administrative Agent of such request, amend any Letter of Credit issued by it. Each such request by the Borrower for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, made in the form of an L/C a Letter of Credit Amendment Application and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Lender may reasonably require. The Issuing Bank Lender shall be under no obligation to amend any Letter of Credit if: if (Ai) the Issuing Bank Lender would have no obligation at such time to issue such Letter of <PAGE> Credit in its amended form under the terms of this Agreement; or (Bii) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. . (c) The Administrative Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Letter of Credit Application or Letter of Credit Amendment Application. (d) The Issuing Bank Lender and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least five days four (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank Lender shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Amendment Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank Lender may reasonably require. The Issuing Bank Lender shall be under no obligation so to renew any Letter of Credit if: (A) if the Issuing Bank Lender would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank Lender that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank Lender would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSection 3.02(d) upon the request of the Borrower but the Issuing Bank Lender shall not have received any L/C Letter of Credit Amendment Application from the Borrower with respect to such renewal or other written direction by from the Company Borrower with respect thereto, the Issuing Bank Lender shall nonetheless be permitted to allow such Letter of Credit to renewbe renewed, and the Company Borrower and the Banks Lenders hereby irrevocably authorize each such renewal, and, accordingly, the Issuing Bank Lender shall be deemed to have received an L/C a Letter of Credit Amendment Application from the Borrower requesting such renewal. (e) This Agreement shall control in the event of any conflict with any Letter of Credit Related Document (other than any Letter of Credit, the provisions of which shall control in any event). The Issuing Lender will also deliver to the Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or any amendment to or renewal of a Letter of Credit, to a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Company Borrower to the Agent) not later than 11:00 a.m. (New York City time) at least four days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C Application, appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the . (b) Promptly after receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the such L/C Application or L/C Amendment Application from a the Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless Upon receipt by the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit confirmation from the Agent (A) directing that the Issuing Bank not to issue such Letter of Credit because such requested issuance or amendment is not then permitted under subsection 3.01(a) as a result of in accordance with the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; terms hereof, 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 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 Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Bank's Pro Rata Share times the amount of such Letter of Credit. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) not later than 11:00 a.m. (New York City time) at least four days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, facsimile made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to not amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The If the Borrower so requests in any applicable L/C Application, the Issuing Bank may, in its sole and the Banks absolute discretion, agree that, while to issue a Letter of Credit that has automatic renewal provisions (each, an "AUTO-RENEWAL LETTER OF CREDIT"); provided that any such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve month period (the "NONRENEWAL NOTICE DATE") to be agreed upon at the time such Letter of Credit is outstanding and prior issued. Unless otherwise directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Banks shall be deemed to have authorized (but may not require) the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Revolving Termination Date; provided, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewalhowever, that the Issuing Bank shall be entitled to authorize the automatic not permit any such renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: if (A) the Issuing Bank has determined that it would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms hereof (by reason of this Agreement; the provisions of Section 3.1(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the beneficiary day that is two Business Days before the Nonrenewal Notice Date (1) from the Agent that the Required Banks have elected not to permit such renewal or (2) from the Agent, any Bank or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Banks), deliver any such notices of termination or other communications to any Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewedor transferee, and if take any other action as necessary or appropriate, at any time and from time to time, in order to cause the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal expiry date of such Letter of Credit in accordance with this subsection 3.02to be a date not later than the Revolving Termination Date. (ef) upon This Agreement shall control in the request event of the Borrower but the Issuing Bank shall not have received any conflict with any L/C Amendment Application from the Borrower with respect to such renewal or C-Related Document (other written direction by the Company with respect thereto, the than any Letter of Credit). (g) The Issuing Bank shall nonetheless be permitted will also deliver to allow the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalor renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company any Borrower to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application. Each Letter of Credit (i) will be for the account of such Borrower, and shall specify in form and detail (ii) will be a non-transferable standby letter of credit to support certain payment or performance obligations of such Borrower (iii) will be for purposes reasonably satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; Bank and (iv) the name will contain such terms and address of the beneficiary thereof; (v) the documents to provisions as may be presented customarily required by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C ApplicationBank. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Letter of Credit Application or L/C Letter of Credit Amendment Application from a any Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is prior to issue its Issuance of a requested Letter of Credit from the Agent (Ai) directing the Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); this Section 6.2, or (Bii) that one or more conditions specified in Article V VIII are not then satisfiedsatisfied or waived; then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the such Borrower in accordance with the Issuing Bank's ’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Letter of Credit Termination Date, the Issuing Bank will, upon the written request of the applicable any Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendmentamendment or extension, amend any Letter of Credit issued Issued by itit or extend the expiry date. Each such request for amendment or extension of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the such form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may shall require. The Issuing Bank shall be under no obligation to amend or extend the expiry date any Letter of Credit if: (Ai) the Issuing Bank would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of amendment to the Letter of Credit. . (d) Upon receipt of notice from the Issuing Bank, the Agent will promptly notify the Lenders of the Issuance of a Letter of Credit and any amendment or extension thereto. (e) If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Borrowers and the Banks Lenders hereby authorize such renewal, and, accordingly, . The Issuing Bank shall not be obligated to allow such Letter of Credit to renew if the Issuing Bank would have no obligation at such time to Issue or amend such Letter of Credit under the terms of this Agreement. (f) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiration date of any Letter of Credit to be a date not later than the Maturity Date. (g) This Agreement shall be deemed to have received an L/C Amendment Application from control in the Borrower requesting such renewalevent of any conflict with any Letter of Credit Related Document.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the irrevocable written request of the applicable Borrower received by delivered to the Issuing Bank LC Issuer (with a copy sent to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the Company to LC Issuer and the Agent) Administrative Agent not later than 12:00 p.m., New York City time, at least four days two Business Days (or such shorter later date and time as the Issuing Bank LC Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of issuanceamendment, as the case may be. Each such In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and Application shall specify in form and detail reasonably satisfactory to the Issuing BankLC Issuer: (i) the proposed issuance date of issuance of the requested Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Creditthereof; (iii) the expiry date of the Letter of Creditthereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the such beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank LC Issuer may reasonably require. The Agent will promptly notify In the Banks case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the LC Issuer (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the receipt by it of any L/C Applicationproposed amendment; and (z) such other matters as the LC Issuer may reasonably require. (b) At least two Business Days prior to the Issuance Promptly after receipt of any Letter of CreditCredit Application, the Issuing Bank LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment such Letter of Credit Application from a the applicable Borrower and, if not, the Issuing Bank LC Issuer will provide the Administrative Agent with a copy thereof. Unless Upon receipt by the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter LC Issuer of Credit confirmation from the Administrative Agent (A) directing that the Issuing Bank not to issue such Letter of Credit because such requested issuance or amendment is not then permitted under subsection 3.01(a) as a result of in accordance with the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; terms hereof, then, subject to the terms and conditions hereof, the Issuing Bank LC Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankLC Issuer's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Letter of Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Letter of Credit Lender's Pro Rata share TIMES the amount of such Letter of Credit. (c) From time to time while a Letter of Credit is outstanding The LC Issuer and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Letter of Credit Limit Date, at the option of the applicable Borrower and upon the written request of the Borrower Company (acting on behalf of the applicable Borrower) received by the Issuing Bank LC Issuer (with a copy sent by the Borrower Company to the Administrative Agent) at least five days four Business Days (or such shorter time as the Issuing Bank LC Issuer and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank LC Issuer shall be entitled entitled, upon notification to the Administrative Agent, to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Amendment Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankLC Issuer: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the such Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the such Letter of CreditCredit (which shall be no later than the fifth Business Day prior to the Maturity Date); and (iv) such other matters as the Issuing Bank LC Issuer may reasonably require. The Issuing Bank LC Issuer shall be under no obligation so to renew any Letter of Credit if the LC Issuer would have no obligation at such time to Issue or amend such Letter of Credit in its renewed form under the terms of this Agreement. The LC Issuer shall not renew any Letter of Credit if: (A) the Issuing Bank LC Issuer would have no obligation at such time not be permitted to issue Issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.such

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (Ai) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(aSection 3.01(b)(iii) as a result of the limitations set forth in clauses (1A) through (3B) thereof or subsection Section 3.01(b)(ii); or (Bii) that one or more conditions specified in Article V 7 are not then 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 Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company, received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSection 3.02(d) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall (unless such renewal would cause the expiry date thereof to extend beyond the Termination Date), nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks Lenders hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Borrowers' Representative received by the Issuing Bank (with a copy sent by the Company Borrowers' Representative to the appropriate Agent) at least four days three (3) Business Days with respect to U.S. Letters of Credit, and at least three (3) Business Days with respect to International Letters of Credit (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, or electronically using the Issuing Bank's automated personal computer based letter of credit initiation software, and shall specify in form and detail reasonably satisfactory to the Issuing Bank: : (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) whether the applicable Borrower; Letter of Credit is to be Issued in Dollars, Pounds or an Alternative Currency, and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two (2) Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the appropriate Agent (by telephone or in writing) writing that the such Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Borrowers' Representative and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(aSubsection 3.1(a) (ii) as a result of the limitations set forth in clauses (1) through (35) thereof or subsection 3.01(b)(iiSubsection 3.1 (b) (ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, date issue a Letter of Credit for the account of the applicable Borrower in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, the Issuing Bank will, upon the written request of the applicable Borrower Borrowers' Representative received by the Issuing Bank (with a copy sent by the Borrower Borrowers' Representative to the appropriate Agent) at least four days two (2) Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application Application, or electronically using the Issuing Bank's automated personal computer based letter of credit initiation software, and shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The appropriate Agent will promptly notify the Banks applicable Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, at the option of the applicable Borrower Borrowers' Representative and upon the written request of the Borrower Borrowers' Representative received by the Issuing Bank (with a copy sent by the Borrower Borrowers' Representative to the Agent) at least five days two (2) Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, or electronically using the Issuing Bank's automated personal computer based letters of credit software, and shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If . (e) The Issuing Bank may, at its election (or as required by the U.S. Agent at the direction of the Majority Lenders) deliver any outstanding notices of termination or other communications to any Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewedor transferee, and if take any other action as necessary or appropriate, at any time and from time to time, in order to cause the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal expiry date of such Letter of Credit in accordance with this subsection 3.02to be a date not later than the Maturity Date. (ef) upon This Agreement shall control in the request event of the Borrower but the Issuing Bank shall not have received any conflict with any L/C Amendment Application from the Borrower with respect to such renewal or C-Related Document (other written direction by the Company with respect thereto, the than any Letter of Credit). (g) The Issuing Bank shall nonetheless be permitted will also deliver to allow the appropriate Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalor renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection SECTION 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection SECTION 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, with the written approval of the Agent, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 clause (ed) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks Lenders hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Majority Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising lender or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued or amended, as the case may be, upon the irrevocable written request of the Borrower received by Company delivered to the Issuing Bank (with a copy sent by the Company to the Agent) in the form of an L/C Application or an L/C Amendment Application, as applicable, appropriately completed and signed by a Responsible Officer of the Company. Such L/C Application or L/C Amendment Application must be received by the Issuing Bank and the Agent not later than 10:00 a.m. (Chicago time) at least four days two (2) Business Days (or such shorter later date and time as the Agent and the Issuing Bank may agree in a particular instance in its their sole discretion) prior to the proposed Issuance date or date of issuanceamendment, as the case may be. Each such In the case of a request for issuance an initial Issuance of a Letter of Credit shall be by facsimileCredit, confirmed immediately in an original writing, in the form of an such L/C Application, and Application shall specify in form and detail satisfactory to the Issuing Bank: (iA) the proposed Issuance date of issuance of the requested Letter of Credit (which shall be a Business Day); (iiB) the face amount of the Letter of Creditthereof; (iiiC) the expiry date of the Letter of Creditthereof; (ivD) the name and address of the beneficiary thereof; (vE) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; (viF) the full text of any certificate to be presented by the such beneficiary in case of any drawing thereunder; (viiG) the applicable Borrowerpurpose and nature of the requested Letter of Credit; and (viiiH) such other matters as the Issuing Bank may require. The Agent will promptly notify In the Banks case of a request for an amendment of any outstanding Letter of Credit, such L/C Amendment Application shall specify in form and detail satisfactory to the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the Issuing Bank may require. Additionally, the Company shall furnish to the Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit Issuance or amendment, including any Issuer Documents, as the Issuing Bank or the Agent may require. (b) Promptly after receipt by it of any L/C Application or L/C Amendment Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of thereof from the L/C Application or L/C Amendment Application from a Borrower Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received written notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from any Lender, the Agent (A) directing or the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses Company, at least one (1) through (3) thereof Business Day prior to the requested date of Issuance or subsection 3.01(b)(ii); or (B) amendment of the applicable Letter of Credit, that one or more applicable conditions specified contained in Article V are shall not then be satisfied; , then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the Borrower Company or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank's ’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 Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. (c) From time If the Company so requests in any applicable L/C Application or L/C Amendment Application, the Issuing Bank may, in its sole discretion, agree to time while Issue a Letter of Credit is outstanding and prior to the Revolving Termination Datethat has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank will, 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 written request time such Letter of the applicable Borrower received Credit is issued. Unless otherwise directed by the Issuing Bank (with Bank, the Company shall not be required to make a copy sent by the Borrower specific request to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend for any such extension. Once an Auto-Extension Letter of Credit issued by it. Each has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in at any time to an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) expiry date not later than the Letter of Credit to be amendedExpiration Date; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as provided, however, that the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend not permit any Letter of Credit if: such extension if (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation obligation, at such time to issue such Letter of Credit in its amended revised form (as extended) under the terms hereof (by reason of this Agreement; the provisions of Section 3.01(b) or (c) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the beneficiary of day that is seven Business Days before the Non-Extension Notice Date (1) from the Agent that the Majority Lenders have elected not to permit such extension or (2) from the Agent, any such letter of Credit does not accept Lender or the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks Company that one or more of the receipt by it of any L/C Amendment Applicationapplicable conditions specified in Section 5.02 is not then satisfied, and in each such case directing the Issuing Bank not to permit such extension. (d) The Issuing Bank and may, at its election (or as required by the Banks agree thatAgent at the direction of the Majority Lenders), while a deliver any notices of termination or other communications to any Letter of Credit is outstanding beneficiary or transferee, and prior take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date, at . (e) This Agreement shall control in the option event of the applicable Borrower and upon the written request any conflict with any L/C-Related Document (other than any Letter of the Borrower received by the Issuing Bank Credit). (with a copy sent by the Borrower to the Agentf) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in Promptly after its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal delivery of any Letter of Credit issued by it. Each such request for renewal of or any amendment to a Letter of Credit shall be made by facsimile, confirmed immediately in to an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory advising bank with respect thereto or to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as beneficiary thereof, the Issuing Bank may require. The Issuing Bank shall be under no obligation so will also deliver to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under Company and the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, Agent a true and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal complete copy of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalamendment.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by Lender and the Company to the Agent) Administrative Agent at least four days Business Days (or such shorter time as the Issuing Bank Lender and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iiiii) the expiry date of the Letter of Credit; (iviii) the name and address of the beneficiary thereof; (viv) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (viv) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viiivi) such other matters as the Issuing Bank Lender may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank Lender will provide the Administrative Agent with a copy thereof. Unless If and only if the Administrative Agent notifies the Issuing Bank has received notice Lender on or before the Business Day immediately preceding the proposed date the Issuing Bank is to issue of Issuance of a requested Letter of Credit from the Agent (A) directing that the Issuing Bank not to issue Lender may Issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; Credit, then, subject to the terms and conditions hereof, the Issuing Bank Lender shall, on the requested date, issue a Issue such Letter of Credit for the account of the Borrower Company in accordance with the Issuing BankLender's usual and customary business practices. The Administrative Agent shall not give such notice if the Administrative Agent has knowledge that (A) such Issuance is not then permitted under SUBSECTION 3.1(a) as a result of the limitations set forth in CLAUSE (1) or (2) thereof or (B) the Issuing Lender has received a notice described in SUBSECTION 3.1(b)(ii). The Administrative Agent will promptly notify the Lenders of any Letter of Credit Issuance hereunder. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank Lender will, upon the written request of the applicable Borrower Company received by the Issuing Bank Lender (with a copy sent by the Borrower Company to the Administrative Agent) at least four days Business Days (or such shorter time as the Issuing Bank Lender and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Lender may require. The Issuing Bank Lender shall be under no not have any obligation to amend any Letter of Credit if: (A) the Issuing Bank Lender would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the such Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank Lender and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank Lender (with a copy sent by the Borrower Company to the Administrative Agent) at least five days four Business Days (or such shorter time as the Issuing Bank Lender and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank Lender shall be entitled entitled, with the approval of the Administrative Agent, to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the such Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the such Letter of CreditCredit (which, unless all Lenders otherwise consent in writing, shall be prior to the Revolving Termination Date); and (iv) such other matters as the Issuing Bank Lender may require. The Issuing Bank Lender shall not be under no any obligation so to renew any Letter of Credit if: (A) the Issuing Bank Lender would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the such Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank Lender that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank Lender would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSUBSECTION 3.2(d) upon the request of the Borrower Company but the Issuing Bank Lender shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank Lender shall nonetheless be permitted to allow such Letter of Credit to renew, subject to the approval of the Administrative Agent, and the Company and the Banks Lenders hereby authorize such renewal, and, accordingly, the Issuing Bank Lender shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Lender may, at its election (or as required by the Administrative Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Lender will deliver to the Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Borrowers Representative received by the applicable Issuing Bank Lender (with a copy sent by the Company Borrower's Representative to the Agent) at least four days one Business Day (or such shorter time as the Issuing Bank Lender and the Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately (by messenger or overnight courier) in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the applicable Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iiiii) the expiry date of the Letter of Credit; (iviii) the name and address of the beneficiary thereof; (viv) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (viv) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (viivi) the applicable BorrowerBorrower requesting the Issuance of such Letter of Credit; and (viiivii) such other matters as the such Issuing Bank Lender may require. The Agent will promptly notify the Banks of the . (b) Promptly upon receipt by it of any L/C Application or L/C Amendment Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the applicable Issuing Bank Lender will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the such L/C Application or L/C Amendment Application from a Borrower the Borrowers and, if not, the such Issuing Bank Lender will provide the Agent with a copy thereof. Unless the applicable Issuing Bank Lender has received notice on or before the Business Day immediately preceding the date the such Issuing Bank Lender is to issue a requested Letter of Credit Credit, (A) notice from the Agent (A) directing the such Issuing Bank Lender not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a3.1(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.the

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimilefacsimile or electronic transmission, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrowercurrency (which shall be Dollars or an Offshore L/C Currency) in which the Letter of Credit is to be denominated; and (viii) such other matters as the Issuing Bank may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two If the Agent is not the Issuing Bank, by 12:00 noon (Chicago time) on the Business Days prior to Day next preceding the Issuance requested date of any issuance of a Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (Ai) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a3.01(a)(ii) as a result of the limitations set forth in clauses (1A) through and (3B) thereof or subsection 3.01(b)(ii); or (Bii) that one or more conditions specified in Article V are not then 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 Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank Lender (with a copy sent by the Company to the Administrative Agent, who shall promptly notify the Lenders) at least four days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank Lender may require. The Agent will promptly notify the Banks of the receipt by it of any Each L/C ApplicationApplication shall be subject to any applicable requirements set forth in Sections 2.04(b), 2.04(c), or 2.08. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank Lender has received notice on or before the Business Day immediately preceding the date the Issuing Bank Lender is to issue a requested Letter of Credit from the Administrative Agent (A) directing the Issuing Bank Lender not to issue such Letter of Credit because such issuance is not then permitted under subsection Section 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof Section 2.01 or subsection Section 3.01(b)(ii); or (B) that one or more conditions specified in Article V Section 5 are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's Lender’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, the Issuing Bank Lender will, upon the written request of the applicable Borrower Company received by the Issuing Bank Lender (with a copy sent by the Borrower Company to the Administrative Agent) at least four five days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Lender may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed subject to have received an L/C Amendment Application from the Borrower requesting such renewalany applicable requirements set forth in Sections 2.04(b), 2.04(c) or 2.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection SECTION 3.01(a) as a result of the limitations set forth in clauses CLAUSES (1) through (3) thereof or subsection SECTION 3.01(b)(ii); or (B) that one or more conditions specified in Article ARTICLE V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, with the written approval of the Agent, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 clause (ed) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Majority Banks), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (dc) The Issuing Bank and the Banks agree agrees that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewalrenew- al, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed con- firmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) Section 3.02 upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company Borrower with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks Borrower hereby authorize authorizes such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application Applica- tion from the Borrower requesting such renewal. (d) The Bank may, at its election, deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (e) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit).

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days three Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretioninstance) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may reasonably require. The Agent will promptly notify Unless the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance issuance, amendment or renewal of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(aSection 3.01(a)(ii) as a result of the limitations set forth in clauses (1A) through (3) thereof or subsection 3.01(b)(ii); or (B) that thereof or under Section 3.01(b), or one or more conditions specified in Article V 5 are not then satisfied; , then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested Issue date, issue Issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's usual and customary business practices. (c) . From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretioninstance) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and Bank shall, upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days four Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretioninstance) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide provides that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall will not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSection 3.02(d) upon the request of the Borrower Company but the Issuing Bank shall not have received any an L/C Amendment Application from the Borrower Company with respect to such renewal or any other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize authorizes such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. The Bank may, at its election, deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than 200 days after the Revolving Termination Date. This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit).

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Holdings received by the Issuing Bank (with a copy sent by the Company Holdings to the Agent) at least four days Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower Holdings and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 Holdings in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Holdings received by the Issuing Bank (with a copy sent by the Borrower Holdings to the Agent) at least four days Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendmentamendment (including a renewal or extension thereof), amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the Issuance of any Standby Letter of Credit notified to it by the Issuing Bank. The Banks acknowledge and agree that the Agent will not notify them of the receipt by it the Agent of any L/C Application or L/C Amendment ApplicationApplication or of the Issuance of any Commercial Letter of Credit. From time to time the Agent will notify the Banks of the amount of all outstanding Letters of Credit hereunder. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon (x) the irrevocable written request of the Borrower received by the Issuing Bank Lender (with a copy sent by the Company Borrower to the Administrative Agent) at least four days (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuance, and (y) approval by the Administrative Agent of such request. Each such request by the Borrower for issuance of a Letter of Credit shall be by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank Lender may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, the Issuing Bank Lender will, upon the written request of the applicable Borrower received by the Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least four days (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, upon approval by the Administrative Agent of such request, amend any Letter of Credit issued by it. Each such request by the Borrower for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, made in the form of an L/C a Letter of Credit Amendment Application and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Lender may reasonably require. The Issuing Bank Lender shall be under no obligation to amend any Letter of Credit if: if (A) the Issuing Bank Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. . (c) The Administrative Agent will promptly notify the Banks Revolving Lenders of the receipt by it of any L/C Letter of Credit Application or Letter of Credit Amendment Application. (d) The Issuing Bank Lender and the Banks Revolving Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Maturity Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank Lender (with a copy sent by the Borrower to the Administrative Agent) at least five days four (4) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank Lender shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C a Letter of Credit Amendment Application, and shall specify in form and detail reasonably satisfactory to the Issuing BankLender: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank Lender may reasonably require. The Issuing Bank Lender shall be under no obligation so to renew any Letter of Credit if: (A) if the Issuing Bank Lender would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank Lender that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank Lender would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSection 3.2(d) upon the request of the Borrower but the Issuing Bank Lender shall not have received any L/C Letter of Credit Amendment Application from the Borrower with respect to such renewal or other written direction by from the Company Borrower with respect thereto, the Issuing Bank Lender shall nonetheless be permitted to allow such Letter of Credit to renewbe renewed, and the Company Borrower and the Banks Revolving Lenders hereby irrevocably authorize each such renewal, and, accordingly, the Issuing Bank Lender shall be deemed to have received an L/C a Letter of Credit Amendment Application from the Borrower requesting such renewal. (e) Unless otherwise expressly agreed to by the Issuing Lender and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit. (f) This Agreement shall control in the event of any conflict with any Letter of Credit Related Document (other than any Letter of Credit, the provisions of which shall control in any event). The Issuing Lender will also deliver to the Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or any amendment to or renewal of a Letter of Credit, to a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit Issued hereunder shall be issued Issued upon the irrevocable written request of SEH pursuant to a Notice of Borrowing in the Borrower applicable form attached hereto as Exhibit A-1 received by the an Issuing Bank and the Agent by no later than 12:00 p.m. noon (with a copy sent by the Company to the AgentNew York City time) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to on the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, in the form of an L/C Application, and shall specify in form and detail satisfactory to the such Issuing Bank: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the such Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Expiration Date, the an Issuing Bank will, upon the written request of the applicable Borrower SEH received by the such Issuing Bank (with a copy sent by the Borrower SEH to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to 12:00 p.m. noon (New York City time) on the proposed date of amendment, amend consider the amendment of any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by electronic transfer or facsimile, confirmed immediately in an original writingwriting or by electronic transfer, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the such Issuing BankBank and Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the such Issuing Bank may require. The Such Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (dc) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit Issued by an Issuing Bank shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the such Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the such Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSubsection 3.02(c) upon the request of the Borrower but the SEH, then such Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Co-Borrowers and the Banks hereby authorize such renewal, and, accordingly, the such Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Co-Borrowers requesting such renewal. (d) Any Issuing Bank may, at its election, deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Expiration Date. (e) This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit). (f) Each Issuing Bank will deliver to Agent a true and complete copy of each Letter of Credit or amendment to or renewal of a Letter of Credit Issued by it.

Issuance, Amendment and Renewal of Letters of Credit. If the Bank decides (in its sole discretion) to Issue a Letter of Credit: (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days three Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be in writing, which may be transmitted by facsimilefacsimile transmission, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject Subject to the terms and conditions hereofhereof and such other terms and conditions as may be agreed on between the Bank and the Company, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Dateoutstanding, the Issuing Bank willmay, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days three Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by itCredit. Each such request for amendment of a Letter of Credit shall be made in writing, which may be by facsimilefacsimile transmission, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Datemay, at the option its election, deliver any notices of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower termination or other communications to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimilebeneficiary or transferee, confirmed immediately in an original writingand take any other action as necessary or appropriate, at any time and from time to time, in order to cause the form expiry date of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the such Letter of Credit to be renewed; (ii) the proposed a date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in not later than 13 months after its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02Issuance Date. (e) upon This Agreement shall control in the request event of the Borrower but the Issuing Bank shall not have received any conflict with any L/C Amendment Application from the Borrower with respect to such renewal or C-Related Document (other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such than any Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalCredit).

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank Lender (with a copy sent by the Company to the Administrative Agent) at least four days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank Lender may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) 1. At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank Lender has received notice on or before the Business Day immediately preceding the date the Issuing Bank Lender is to issue a requested Letter of Credit from the Administrative Agent (A) directing the Issuing Bank Lender not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.3.1

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the relevant Issuing Bank (with a copy sent by the Company any Borrower to the Agent) at least four days three (3) Business Days (or such shorter time as the relevant Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the . Each Letter of Credit (which shall i) will be a Business Day); for the account of such Borrower, (ii) the face amount will be a non-transferable standby letter of the Letter credit to support certain payment or performance obligations of Credit; such Borrower, (iii) will be for purposes reasonably satisfactory to the expiry date of the Letter of Credit; relevant Issuing Bank and (iv) the name will contain such terms and address of the beneficiary thereof; (v) the documents to provisions as may be presented customarily required by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) such other matters as the relevant Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C ApplicationBank. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the relevant Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Letter of Credit Application or L/C Letter of Credit Amendment Application from a any Borrower and, if not, the such Issuing Bank will provide the Agent with a copy thereof. Unless the relevant Issuing Bank (i) has received notice on or before the Business Day immediately preceding the date the Issuing Bank is prior to issue its Issuance of a requested Letter of Credit from the Agent (A) directing the such Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); this Section 6.2, or (B) that one or more conditions specified in Article V VIII are not then satisfied; satisfied or waived or (ii) is otherwise not obligated to issue such Letter of Credit under Section 6.1, then, subject to the terms and conditions hereof, the such Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the such Borrower in accordance with the such Issuing Bank's ’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Letter of Credit Termination Date, the relevant Issuing Bank will, upon the written request of the applicable any Borrower received by the such Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days three (3) Business Days (or such shorter time as the such Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendmentamendment or extension, amend any Letter of Credit issued Issued by itit or extend the expiry date. Each such request for amendment or extension of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the such form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the relevant Issuing Bank may shall require. The No Issuing Bank shall be under no any obligation to amend or extend the expiry date any Letter of Credit if: (Ai) the such Issuing Bank would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of amendment to the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Company Borrower to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) Bank such other matters as the Issuing Bank may require. The Agent Each Letter of Credit (i) will promptly notify be for the Banks account of the receipt Borrower, (ii) will be a (A)nontransferable standby letter of credit to support certain performance obligations of the Borrower, or (B) non-transferable standby letter of credit to support certain payment obligations of the Borrower that are not prohibited by it of any L/C Applicationthis Agreement, (iii) will be for purposes reasonably satisfactory to the Issuing Bank and (iv) will contain such terms and provisions as may be customarily required by the Issuing Bank. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Letter of Credit Application or L/C Letter of Credit Amendment Application from a the Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is prior to issue its Issuance of a requested Letter of Credit from the Agent (Ai) directing the Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); this Section 4.3, or (Bii) that one or more conditions specified in Article V Section3.2 of the Credit Agreement are not then satisfiedsatisfied or waived; then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the Borrower in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Letter of Credit Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewalamendment or extension, the Issuing Bank shall be entitled to authorize the automatic renewal of amend any Letter of Credit issued Issued by itit or extend the expiry date. Each such request for renewal amendment or extension of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the such form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may shall require. The Issuing Bank shall be under no obligation so to renew amend or extend the expiry date any Letter of Credit if: (Ai) the Issuing Bank would have no obligation at such time to issue or amend Issue such Letter of Credit in its renewed amended form under the terms of this Agreement; or (Bii) the beneficiary of any such Letter of Credit does not accept the proposed renewal of amendment to the Letter of Credit. . (d) Upon receipt of notice from the Issuing Bank, the Agent will promptly notify the Lenders of the Issuance of a Letter of Credit and any amendment or extension thereto. (e) If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Borrowers and the Banks Lenders hereby authorize such renewal, and, accordingly, . The Issuing Bank shall not be obligated to allow such Letter of Credit to renew if the Issuing Bank would have no obligation at such time to Issue or amend such Letter of Credit under the terms of this Agreement. (f) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiration date of any Letter of Credit to be a date not later than the Maturity Date. (g) This Agreement shall be deemed control in the event of any conflict with any Letter of Credit-Related Document. (h) The Issuing Bank will also deliver to have received the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment or extension to a Letter of Credit, to an L/C Amendment Application from the Borrower requesting advising bank or a beneficiary, a true and complete copy of each such renewalLetter of Credit, amendment, or extension to a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimilefacsimile or electronic transmission, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrowercurrency (which shall be Dollars or an Offshore L/C Currency) in which the Letter of Credit is to be denominated; and (viii) such other matters as the Issuing Bank may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two If the Agent is not the Issuing Bank, by 12:00 noon (Chicago time) on the Business Days prior to Day next preceding the Issuance requested date of any issuance of a Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (Ai) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a3.01(a)(ii) as a result of the limitations set forth in clauses (1A) through and (3B) thereof or subsection 3.01(b)(ii); or (Bii) that one or more conditions specified in Article V are not then 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 Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days two Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it; provided that the Issuing Bank shall not be entitled to authorize such automatic renewal if, at least one Business Day prior to the proposed date of notification of renewal, it shall have received notice from the Agent (i) directing the Issuing Bank not to renew such Letter of Credit because such renewal is not then permitted under subsection 3.01(a)(ii) as a result of the limitations set forth in clauses (A) and (B) thereof or subsection 3.01(b)(ii); or (ii) that one or more conditions specified in Article V are not then satisfied. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew renew, and no Bank shall be obligated to participate in, any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend amend, and no Bank would be obligated to participate in, such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled required to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company any Borrower to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application. Each Letter of Credit (i) will be for the account of such Borrower, and shall specify in form and detail (ii) will be a non-transferable standby letter of credit to support certain payment or performance obligations of such Borrower (iii) will be for purposes reasonably satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; Bank and (iv) the name will contain such terms and address of the beneficiary thereof; (v) the documents to provisions as may be presented customarily required by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C ApplicationBank. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Letter of Credit Application or L/C Letter of Credit Amendment Application from a any Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is prior to issue its Issuance of a requested Letter of Credit from the Agent (Ai) directing the Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); this Section 6.2, or (Bii) that one or more conditions specified in Article V ARTICLE VIII are not then satisfiedsatisfied or waived; then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the such Borrower in accordance with the Issuing Bank's ’s usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Letter of Credit Termination Date, the Issuing Bank will, upon the written request of the applicable any Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four three (3) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendmentamendment or extension, amend any Letter of Credit issued Issued by itit or extend the expiry date. Each such request for amendment or extension of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the such form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may shall require. The Issuing Bank shall be under no obligation to amend or extend the expiry date any Letter of Credit if: (Ai) the Issuing Bank would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of amendment to the Letter of Credit. . (d) Upon receipt of notice from the Issuing Bank, the Agent will promptly notify the Lenders of the Issuance of a Letter of Credit and any amendment or extension thereto. (e) If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company Borrowers and the Banks Lenders hereby authorize such renewal, and, accordingly, . The Issuing Bank shall not be obligated to allow such Letter of Credit to renew if the Issuing Bank would have no obligation at such time to Issue or amend such Letter of Credit under the terms of this Agreement. (f) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiration date of any Letter of Credit to be a date not later than the Maturity Date. (g) This Agreement shall be deemed control in the event of any conflict with any Letter of Credit Related Document. (h) The Issuing Bank will also deliver to have received the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment or extension to a Letter of Credit, to an L/C Amendment Application from the Borrower requesting advising bank or a beneficiary, a true and complete copy of each such renewalLetter of Credit, amendment, or extension to a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank Issuer (with a copy sent by the Company to the Administrative Agent) at least four three days (or such shorter time as the Issuing Bank Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C ApplicationApplication (or such other form as shall be acceptable to the Issuer), and shall specify in form and detail satisfactory to the Issuing Bank: Issuer: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrowercurrency in which such Letter of Credit is to be denominated, which shall be Dollars; and (viii) such other matters as the Issuing Bank Issuer may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of CreditCredit (or such shorter time as the Administrative Agent may agree in a particular instance in its sole discretion), the Issuing Bank Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank Issuer will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank Issuer has received notice on or before the Business Day immediately preceding the date the Issuing Bank Issuer is to issue a requested Letter of Credit from the Administrative Agent (A) directing the Issuing Bank Issuer not to issue such Letter of Credit because such issuance is not then permitted under subsection SUBSECTION 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection SUBSECTION 3.01(b)(ii); or (B) that one or more conditions specified in Article ARTICLE V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing BankIssuer's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank Issuer will, upon the written request of the applicable Borrower Company received by the Issuing Bank Issuer (with a copy sent by the Borrower Company to the Administrative Agent) at least four three days (or such shorter time as the Issuing Bank Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing BankIssuer: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Issuer may require. The Issuing Bank Issuer shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.the

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the a Borrower received by the Issuing Bank (with a copy sent by the Company such Borrower to the Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable a Borrower received by the Issuing Bank (with a copy sent by the such Borrower to the Agent) at least four five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C a Letter of Credit Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. . (c) The Agent will promptly notify the Banks of the receipt by it of any L/C Letter of Credit Application or Letter of Credit Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable any Borrower and upon the written request of the such Borrower received by the Issuing Bank (with a copy sent by the such Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C a Letter of Credit Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may reasonably require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) if the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection Section 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior Prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection Section 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection Section 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, with the written approval of the Agent, on the requested date, issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 clause (ed) upon the request of the Borrower Company but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Bank may, at its election (or as required by the Agent at the direction of the Majority Banks), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C- Related Document (other than any Letter of Credit). (g) The Issuing Bank will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four five days (or such shorter time as the such Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be made by an original writing or by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the such Issuing Bank: : (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); ; (ii) the face amount of the Letter of Credit; ; (iii) the expiry date of the Letter of Credit; ; (iv) the name and address of the beneficiary thereof; ; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; ; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other usual and customary matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two three Business Days prior to the Issuance of any Letter of Credit or any amendment or renewal of a Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the such Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the such Issuing Bank is to issue issue, amend or renew a requested Letter of Credit from the Agent Agent, the Company, or the Majority Banks (Ai) directing the such Issuing Bank not to issue issue, amend or renew such Letter of Credit because such issuance issuance, amendment or renewal is not then permitted under subsection 3.01(a3.1(a) as a result of the limitations set forth in clauses (1A) through (3C) thereof or subsection 3.01(b)(ii3.1(b)(ii); or (Bii) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower Company or amend or renew a Letter of Credit, as the case may be, in accordance with the such Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the such Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least four five days (or such shorter time as the such Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by an original writing or by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the such Issuing Bank: : (i) the Letter of Credit to be amended; ; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); ; (iii) the nature of the proposed amendment; and and (iv) such other usual and customary matters as the such Issuing Bank may require. The Such Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Agent) at least five days (or such shorter time as the such Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the such Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by an original writing or by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the such Issuing Bank: : (i) the Letter of Credit to be renewed; ; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); ; (iii) the revised expiry date of the Letter of Credit; and and (iv) such other usual and customary matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the such Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.the

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower received by the applicable Issuing Bank Lender (with a copy sent by the Company Borrower to the Paying Agent) at least four days (or such shorter time as the applicable Issuing Bank Lender and the Paying Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately promptly in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the applicable Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the applicable Issuing Bank Lender may reasonably require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the applicable Issuing Bank Lender will confirm with the Paying Agent (by telephone or in writing) that the Paying Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent or (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(aa) as a result of the limitations set forth in clauses clause (1) through or (32) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified a notice described in Article V are not then satisfied; subsection 3.1(b)(ii), then, subject to the terms and conditions hereof, the such Issuing Bank Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or jointly for the account of the Borrower and any of its Subsidiaries) in accordance with the such Issuing BankLender's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the applicable Issuing Bank Lender will, upon the written request of the applicable Borrower received by the such Issuing Bank Lender (with a copy sent by the Borrower to the Paying Agent) at least four days (or such shorter time as such Issuing Lender and the Issuing Bank Paying Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the applicable Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the such Issuing Bank Lender may reasonably require. The No Issuing Bank Lender shall be under no have any obligation to amend any Letter of Credit if: (A) the such Issuing Bank Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Paying Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank Lenders and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the applicable Issuing Bank Lender (with a copy sent by the Borrower to the Paying Agent) at least five four days (or such shorter time as such Issuing Lender and the Issuing Bank Paying Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of notification of renewal, the such Issuing Bank Lender shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.Each

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank applicable Issuer (with a copy sent by the Company to the Administrative Agent) at least four three days (or such shorter time as the Issuing Bank such Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C ApplicationApplication (or such other form as shall be acceptable to the applicable Issuer), and shall specify in form and detail satisfactory to the Issuing Banksuch Issuer: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank such Issuer may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of CreditCredit (or such shorter time as the Administrative Agent may agree in a particular instance in its sole discretion), the Issuing Bank applicable Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank such Issuer will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank applicable Issuer has received notice on or before the Business Day immediately preceding the date the Issuing Bank such Issuer is to issue a requested Letter of Credit from the Administrative Agent (A) directing the Issuing Bank such Issuer not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank such Issuer shall, on the requested date, issue Issue a Letter of Credit for the account of the Borrower Company in accordance with the Issuing Banksuch Issuer's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank applicable Issuer will, upon the written request of the applicable Borrower Company received by the Issuing Bank such Issuer (with a copy sent by the Borrower Company to the Administrative Agent) at least four three days (or such shorter time as the Issuing Bank such Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bankapplicable Issuer: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank such Issuer may require. The Issuing Bank No Issuer shall be under no any obligation to amend any Letter of Credit if: (A) the Issuing Bank such Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Administrative Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Application or L/C Amendment Application. (d) The Issuing Bank Issuers and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank applicable Issuer (with a copy sent by the Borrower Company to the Administrative Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.at

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Borrower Company received by the Issuing Bank (with a copy sent by Lender and the Company to the Agent) Administrative Agent at least four days Business Days (or such shorter time as the Issuing Bank Lender and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iiiii) the expiry date of the Letter of Credit; (iviii) the name and address of the beneficiary thereof; (viv) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (viv) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viiivi) such other matters as the Issuing Bank Lender may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if not, the Issuing Bank Lender will provide the Administrative Agent with a copy thereof. Unless If and only if the Administrative Agent notifies the Issuing Bank has received notice Lender on or before the Business Day immediately preceding the proposed date the Issuing Bank is to issue of Issuance of a requested Letter of Credit from the Agent (A) directing that the Issuing Bank not to issue Lender may Issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; Credit, then, subject to the terms and conditions hereof, the Issuing Bank Lender shall, on the requested date, issue a Issue such Letter of Credit for the account of the Borrower Company in accordance with the Issuing BankLender's usual and customary business practices. The Administrative Agent shall not give such notice if the Administrative Agent has knowledge that (A) such Issuance is not then permitted under SUBSECTION 3.1(a) as a result of the limitations set forth in CLAUSE (1) or (2) thereof or (B) the Issuing Lender has received a notice described in SUBSECTION 3.1(b)(ii). The Administrative Agent will promptly notify the Lenders of any Letter of Credit Issuance hereunder. (c) From time to time while a Letter of Credit is outstanding and prior to the U.S. Revolving Termination Date, the Issuing Bank Lender will, upon the written request of the applicable Borrower Company received by the Issuing Bank Lender (with a copy sent by the Borrower Company to the Administrative Agent) at least four days Business Days (or such shorter time as the Issuing Bank Lender and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Lender may require. The Issuing Bank Lender shall be under no not have any obligation to amend any Letter of Credit if: (A) the Issuing Bank Lender would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the such Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank Lender and the Banks Lenders agree that, while a Letter of Credit is outstanding and prior to the U.S. Revolving Termination Date, at the option of the applicable Borrower Company and upon the written request of the Borrower Company received by the Issuing Bank Lender (with a copy sent by the Borrower Company to the Administrative Agent) at least five days four Business Days (or such shorter time as the Issuing Bank Lender and the Administrative Agent may agree in a particular instance in its their sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank Lender shall be entitled entitled, with the approval of the Administrative Agent, to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the such Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the such Letter of CreditCredit (which, unless all Lenders otherwise consent in writing, shall be prior to the U.S. Revolving Termination Date); and (iv) such other matters as the Issuing Bank Lender may require. The Issuing Bank Lender shall not be under no any obligation so to renew any Letter of Credit if: (A) the Issuing Bank Lender would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the such Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank Lender that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank Lender would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (eSUBSECTION 3.2(d) upon the request of the Borrower Company but the Issuing Bank Lender shall not have received any L/C Amendment Application from the Borrower Company with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank Lender shall nonetheless be permitted to allow such Letter of Credit to renew, subject to the approval of the Administrative Agent, and the Company and the Banks Lenders hereby authorize such renewal, and, accordingly, the Issuing Bank Lender shall be deemed to have received an L/C Amendment Application from the Borrower Company requesting such renewal. (e) The Issuing Lender may, at its election (or as required by the Administrative Agent at the direction of the Required Lenders), deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the U.S. Revolving Termination Date. (f) This Agreement shall control in the event of any conflict with any L/C Application. (g) The Issuing Lender will deliver to the Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the Borrower Max Bermuda received by the Applicable Issuing Bank (with a copy sent by the Company to the Agent) Party at least four days 5 Business Days (or such shorter time as the Administrative Agent, and the Applicable Issuing Bank Party may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. The Applicable Issuing Party shall promptly advise the Administrative Agent of any such request. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C LC Application, and shall specify in form and detail satisfactory to the Applicable Issuing BankParty: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit and whether such Letter of Credit will be an Alternative Currency Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary Beneficiary thereof; (v) the documents to be presented by the beneficiary Beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary Beneficiary in case of any drawing thereunder; (vii) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit (it being agreed that (x) all Alternative Currency Letters of Credit will be issued by the applicable BorrowerFronting Bank and (y) in the case of Several Letters of Credit in the event a Lender advises the LC Administrator that such Lender is a Participating Bank, such Participating Bank’s Percentage of such Several Letter of Credit will be issued by the Fronting Bank); (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B Letter of Credit; (ix) whether such Letter of Credit shall be issued under the rules of ISP or the UCP, (x) the account party, if such Letter of Credit is being issued for the account of an Insurance Subsidiary of Max Bermuda; and (viiixi) and such other matters as the Applicable Issuing Bank Party may require. The Agent will promptly notify In the Banks event Max Bermuda requests that a Letter of Credit be issued for the receipt by it account of any L/C Applicationof its Insurance Subsidiaries, Max Bermuda shall be liable for all Obligations under such Letter of Credit as if it had been issued for the account of Max Bermuda itself. (b) At least two No Issuer shall be under any obligation to Issue any Letter of Credit and no Participating Bank shall have any obligation to participate in any Letter of Credit if: (i) Such issuance would be prohibited under Section 3.2; (ii) the Applicable Issuing Party has received written notice from the Administrative Agent, the Fronting Bank or the Required Lenders, as the case may be, or Max Bermuda, on or prior to the Business Day prior to the requested date of such Credit Extension, that one or more of the applicable conditions contained in Section 8.2 is not then satisfied; (iii) the expiry date of such Letters of Credit would occur more than twelve months (thirteen months in the case of Letters of Credit issued in Canadian Dollars) after the date of issuance or last extension unless the Required Lenders have approved such expiry date; (iv) the expiry date of such Letter of Credit is less than five Business Days prior to the Issuance applicable Final Expiry Date, unless all of any the Lenders have approved such expiry date in writing; (v) in the case of a Several Letter of Credit , such Several Letter of Credit is not substantially in the form of Exhibit E hereto, or is not otherwise in form and substance reasonably acceptable to the Administrative Agent and the Applicable Issuing Party; provided that the Administrative Agent and the Applicable Issuing Party can and will, agree to reasonable changes to such form, not adverse to the interests of the Lenders, requested by applicable insurance regulators; (vi) in the case of an Alternative Currency Letter of Credit, the Issuing Bank will confirm aggregate LC Obligations with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is respect to issue a requested Letter all Alternative Currency Letters of Credit from would exceed the Agent Alternative Currency LC Sublimit; or (Avii) directing the Issuing Bank not to issue such Letter a Default or Event of Credit because such issuance Default has occurred and is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practicescontinuing. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving applicable Commitment Termination Date, the Applicable Issuing Bank Party will, upon the written request of the applicable Borrower Max Bermuda received by the Applicable Issuing Bank (with a copy sent by the Borrower to the Agent) Party at least four days 5 Business Days (or such shorter time as the Administrative Agent, and the Applicable Issuing Bank Party may agree in a particular instance in its their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by itCredit. The Applicable Issuing Party shall promptly advise the Administrative Agent of any such request. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C LC Amendment Application and shall specify in form and detail satisfactory to the Applicable Issuing Bank: Party (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Applicable Issuing Bank Party may require. The With respect to Letters of Credit which contain an automatic extension provision, unless otherwise directed by the Applicable Issuing Bank Party, Max Bermuda shall not be required to make a specific request to the Applicable Issuing Party for any such extension and the Lenders shall be under no deemed to have authorized (but may not require) the Applicable Issuing Party to permit the extension of such Letter of Credit for an additional 12-month period (13-month period in the case of Letters of Credit issued in Canadian Dollars) provided such extended expiry date is not later than the applicable Final Expiry Date. The Applicable Issuing Party shall not have any obligation to amend any Letter of Credit if: (A) the Applicable Issuing Bank Party would have no obligation not been obligated at such time to issue Issue or participate in such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary Beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the such Letter of Credit. The Agent will promptly notify Applicable Issuing Party agrees, upon the Banks request of Max Bermuda and as long as no Event of Default or Default shall have occurred and be continuing, to amend any Letter of Credit to extend the receipt by it of any L/C Amendment Applicationexpiry date thereof to a date not later than five Business Days prior to the applicable Final Expiry Date. (d) The Issuing LC Administrator is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Lender (unless such Lender has advised the LC Administrator that it is a Participating Bank) provided that, upon request of Max Bermuda, such Several Letter of Credit or amendment will be executed by each Lender (other than a Participating Bank). The LC Administrator shall use the Percentage of each Lender as its “Commitment share” under each Several Letter of Credit provided that the Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Percentage plus the Percentage of each Participating Bank. The LC Administrator shall not amend any Several Letter of Credit to change the “Commitment shares” of a Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with an assignment in accordance with Section 10.07, a change in the Lenders and/or the Percentages as a result of any increase in the Aggregate Commitments pursuant to Section 2.19 or any other addition or replacement of a Lender in accordance with the terms of this Agreement or a change in status of a Lender as a Participating Bank. Each Lender hereby irrevocably constitutes and appoints the LC Administrator its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the LC Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of this Agreement with respect to Several Letters of Credit. Upon request, each Lender shall execute such powers of attorney or other document as any beneficiary of any Several Letter of Credit may reasonably request to evidence the authority of the LC Administrator to execute and deliver such Several Letter of Credit and any amendment or other modification thereto on behalf of the Lenders. Immediately upon issuance of each Several Letter of Credit, each Participating Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the Fronting Bank a Risk Participation in such Several Letter of Credit in an amount equal to the product of such Participating Bank’s Percentage times the amount of such Several Letter of Credit. (e) The LC Administrator shall act on behalf of the Lenders with respect to any Several Letters of Credit issued hereunder and the documents associated thereto and each Fronting Bank shall act on behalf of the Lenders with respect to any Fronted Letters of Credit issued by such Fronting Bank hereunder and the documents associated therewith, and each of the LC Administrator and each Fronting Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the LC Administrator or a Fronting Bank, as the case may be, in connection with Letters of Credit issued by it or proposed to be issued by it and LC Related Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the LC Administrator and the Fronting Banks agree thatwith respect to such acts or omissions, while and (B) as additionally provided herein with respect to the LC Administrator and the Fronting Banks. (f) The Administrative Agent shall promptly notify each Lender of the receipt of a written request from Max Bermuda for the issuance of or an amendment to a Letter of Credit is outstanding and and, with respect to the issuance of or Risk Participation in a Letter of Credit, the amount of such Lender’s share of such Letter of Credit which shall equal its Percentage thereof. In addition, at least two Business Days prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (issuance or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal amendment of any Letter of Credit issued Credit, the Administrative Agent will confirm to the Lenders (by it. Each such telephone or in writing) that the Administrative Agent has received a copy of the LC Application or LC Amendment Application from Max Bermuda. (g) With respect to a request for renewal of to Issue a Letter of Credit, unless the Administrative Agent has received, on or before the Business Day immediately preceding the date on which such Letter of Credit shall will be made by facsimileIssued, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) notice from the Administrative Agent, the Fronting Bank or the Required Lenders, as the case may be, or Max Bermuda directing the Applicable Issuing Party not to permit the issuance of such Letter of Credit because such issuance is not then permitted under Section 2.1 as a result of the limitations set forth therein or in Section 2.3(b) or (ii) a notice described in Section 2.3(b)(i), then, subject to the terms and conditions hereof, the Applicable Issuing Party shall, on the requested date, cause a Letter of Credit to be renewed; Issued for the account of Max Bermuda in accordance with the Applicable Issuing Party’s usual and customary business practices. (iih) The Applicable Issuing Party may, at its election (or at the proposed date of notification of renewal direction of the Letter Administrative Agent, the Fronting Bank or the Required Lenders, as the case may be), deliver any notices of Credit (which shall be a Business Day); (iii) termination or other communications to any Beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02to be a date not later than five Business Days prior to the applicable Final Expiry Date. (ei) upon This Agreement shall control in the request event of any conflict with any LC Related Document (other than any Letter of Credit). (j) The Applicable Issuing Party, concurrently or promptly following the Borrower but delivery of a Letter of Credit, or amendment to or extension of a Letter of Credit, to a Beneficiary, shall send to the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow Administrative Agent a true and complete copy of each such Letter of Credit or amendment to renew, or extension of a Letter of Credit. (k) The status of a Lender as a Participating Bank at any time shall be determined solely by the Fronting Bank and such Lender. In the Company and the Banks hereby authorize such renewal, and, accordinglyevent a Lender becomes a Participating Bank or ceases to be a Participating Bank, the Issuing LC Administrator is authorized to amend each Letter of Credit to reflect such change in status and fees owed by any Participating Bank pursuant to Section 2.15(d)(iv) shall be deemed accrue only during such period as such Lender is a Participating Bank with respect to any such Letter of Credit. (l) The delivery of each Letter of Credit Application pursuant to Section 2.3 and each request for amendment or extension of an existing Letter of Credit shall automatically constitute a warranty by Max Bermuda to the Administrative Agent and each Lender to the effect that on the date of such requested Credit Extension the conditions of Section 8.2 have received an L/C Amendment Application from the Borrower requesting such renewalbeen satisfied.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Company to the Agent) LC Administrator at least four days 5 Business Days (or such shorter time as the Issuing Bank Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of any such request. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C LC Application, and shall specify in form and detail satisfactory to the Issuing BankLC Administrator: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary Beneficiary thereof; (v) the documents to be presented by the beneficiary Beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary Beneficiary in case of any drawing thereunder; (vii) whether such Letter of Credit is to be issued by the applicable BorrowerFronting Bank or by the Issuers (it being agreed that in the event an Issuer advises the LC Administrator that such Issuer is unable (due to regulatory restrictions or other legal impediments) to Issue a Letter of Credit because of its relationship to the Beneficiary, such Letter of Credit will be issued by the Fronting Bank); (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B Letter of Credit; and (viiiix) such other matters as the Issuing Bank LC Administrator may require. The Agent will promptly notify LC Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Banks Issuers on behalf of the receipt Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by it each of the Issuers. In the event of a conflict between the provisions of this Agreement and the provisions of an LC Application, this Agreement shall govern. The LC Administrator shall use each Issuer’s Percentage as its “Commitment Share” under each Letter of Credit Issued by the Issuers provided that the Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Percentage plus the Percentage of each Participating Bank. The LC Administrator shall not amend any L/C ApplicationLetter of Credit Issued by the Issuers to change the “Commitment Shares” or add or delete an Issuer liable thereunder unless such amendment is done in connection with an assignment pursuant to Section 10.8 or in connection with the addition of an Issuer or a Participating Bank pursuant to Section 2.18. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Commitment Termination Date, the Issuing Bank Issuer will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) LC Administrator at least four days 5 Business Days (or such shorter time as the Issuing Bank Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in its their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued Issued by itthem. The LC Administrator shall promptly advise the Administrative Agent of any such request. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C LC Amendment Application and shall specify in form and detail satisfactory to the Issuing BankLC Administrator: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank LC Administrator may require. The Issuing Bank No Issuer shall be under no have any obligation to amend any Letter of Credit if: (A) the Issuing Bank such Issuer would have no obligation not been obligated at such time to issue Issue or participate in such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary Beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the such Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank Issuers and the Banks agree thatFronting Bank agree, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but and as long as no Event of Default or Default shall have occurred and be continuing, to amend any Letter of Credit to extend the Issuing Bank expiry date thereof to a date not later than the Final Maturity Date. The LC Administrator is hereby authorized to execute and deliver each amendment to a Letter of Credit Issued by the Issuers on behalf of the Issuers provided that, upon request of the Borrower, such amendment will be executed by each Issuers. (c) The Administrative Agent shall not have promptly notify each Lender of the receipt of a written request from the Borrower for the issuance of or an amendment to a Letter of Credit and, with respect to the issuance of or Risk Participation in a Letter of Credit, the amount of such Lender’s share of such Letter of Credit which shall equal its Percentage thereof. In addition, at least two Business Days prior to the issuance or amendment of any Letter of Credit, the Administrative Agent will confirm to the Lenders (by telephone or in writing) that the Administrative Agent has received any L/C a copy of the LC Application or LC Amendment Application from the Borrower with Borrower. (d) With respect to a request to Issue a Letter of Credit, unless the Administrative Agent has received, on or before the Business Day immediately preceding the date on which such renewal Letter of Credit will be Issued, (A) notice from the Fronting Bank or the Required Lenders, as the case may be, or the Borrower directing the Administrative Agent not to permit the issuance of such Letter of Credit because such issuance is not then permitted under Section 2.1(a) as a result of the limitations set forth therein or (B) a notice described in Section 2.1(b)(ii), then, subject to the terms and conditions hereof, the LC Administrator shall, on the requested date, cause a Letter of Credit to be Issued by the Fronting Bank or by the Issuers in accordance with their Percentages (provided that the Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Percentage plus the Percentage of each Participating Bank), as the case may be, for the account of the Borrower in accordance with the LC Administrator’s usual and customary business practices. (e) The LC Administrator may, at its election (or at the direction of the Administrative Agent, the Fronting Bank or the Required Lenders, as the case may be), deliver any notices of termination or other written direction by communications to any Beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow expiry date of such Letter of Credit to renewbe a date not later than the five Business Days prior to the Final Maturity Date. (f) This Agreement shall control in the event of any conflict with any LC Related Document (other than any Letter of Credit). (g) The LC Administrator, concurrently or promptly following the delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to a Beneficiary, shall send to the Administrative Agent and the Company Lenders a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit. After giving effect to the Banks hereby authorize such renewalIssuance of any Letter of Credit, and, accordingly, the Issuing Bank there shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalno more than 25 Letters of Credit outstanding.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon two (2) Business Days after receipt by the irrevocable written request of the Borrower Issuing Bank (if received by the Issuing Bank no later than 10:00 a.m. Chicago time) of an irrevocable written request from the Company (with a copy sent by the Company to the Administrative Agent) at least four days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (vii) the applicable Borrower; and (viii) Bank such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower the Company and, if notthe Administrative Agent has not received such copy, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Administrative Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(iiSubsection 3.01(b); or (B) that one or more conditions specified in Article V are not then 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 Company in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower Company received by the Issuing Bank (with a copy sent by the Borrower Company to the Administrative Agent) at or before 10:00 a.m. Chicago Time at least four days two (2) Business Days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment), amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, and made in the such form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The . (d) Upon receipt of notice from the Issuing Bank, the Administrative Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal Issuance of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: any amendment thereto. (ie) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, . The Issuing Bank shall not be obligated to allow such Letter of Credit to renew if the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit under the terms of this Agreement. (f) The Issuing Bank may, at its election (or as required by the Administrative Agent at the direction of the Majority Banks), deliver any notices of termination or other communications to any Letter of Credit beneficiary, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Termination Date. (g) This Agreement shall be deemed to have received an control in the event of any conflict with any L/C Amendment Application from C-Related Document (other than any Letter of Credit). (h) The Issuing Bank will also deliver to the Borrower requesting Administrative Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such renewalLetter of Credit or amendment to or renewal of a Letter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued upon the irrevocable written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Company to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date Issuance Date, with a copy of issuancesuch written request delivered to the Applicable Agent. The issuance of a Letter of Credit shall be made no later than noon (Toronto time) on the Issuance Date. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: Bank (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least four three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Banks Lenders of the receipt by it of any L/C Application, L/C Amendment ApplicationApplication or notice of renewal. (dc) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Company to the Agent) Lender at least four days three (3) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C LC Application, and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary Beneficiary thereof; (v) the documents to be presented by such Beneficiary to the beneficiary of the Letter of Credit Lender in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary Beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank Lender may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two The Lender shall not be under any obligation to Issue any Letter of Credit if: (i) Such issuance would be prohibited under Section 3.2 or would otherwise be contrary to any Requirement of Law applicable to such Person; (ii) the Lender has received written notice from the Borrower, on or prior to the Business Day prior to the requested date of such Credit Extension, that one or more of the applicable conditions contained in Section 8.2 is not then satisfied; (iii) the expiry date of such Letters of Credit would occur more than twelve months after the date of issuance or last extension; (iv) the expiry date of such Letter of Credit is less than five Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent Final Expiry Date; (by telephone or in writingv) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(adenominated in a currency other than Dollars; or (vi) as a result Default or Event of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms Default has occurred and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower in accordance with the Issuing Bank's usual and customary business practicesis continuing. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Commitment Termination Date, the Issuing Bank Lender will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) Lender at least four days three (3) Business Days (or such shorter time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued Issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C LC Amendment Application and shall specify in form and detail satisfactory to the Issuing BankLender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank Lender may require. With respect to Letters of Credit which contain an automatic extension provision, unless otherwise directed by the Lender, the Borrower shall not be required to make a specific request to the Lender for any such extension. The Issuing Bank Lender shall be under no not have any obligation to amend any Letter of Credit if: (A) the Issuing Bank Lender would have no obligation not been obligated at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary Beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the such Letter of Credit. The Agent will promptly notify Lender agrees, upon the Banks request of the receipt by it Borrower and as long as no Event of Default or Default shall have occurred and be continuing, to amend any L/C Amendment ApplicationLetter of Credit to extend the expiry date thereof to a date not later than five Business Days prior to the Final Expiry Date. (d) The Issuing Bank and Lender may, at its election (or at the Banks agree thatdirection of the Borrower), while deliver any notices of termination or other communications to any Beneficiary or transferee of a Letter of Credit, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit is outstanding and to be a date not later than five Business Days prior to the Revolving Termination Final Expiry Date, at . (e) This Agreement shall control in the option event of the applicable Borrower any conflict between this Agreement and upon the written any LC Related Document (other than any Letter of Credit). (f) The delivery of each Letter of Credit Application pursuant to this Section 2.2 and each request for amendment or extension of the Borrower received by the Issuing Bank (with an existing Letter of Credit shall automatically constitute a copy sent representation and warranty by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior Lender to the proposed effect that on the date of notification such requested Credit Extension the conditions of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would Section 8.2 have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewalbeen satisfied.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the Borrower received by the Issuing Bank (with a copy sent by the Company to the Agent) LC Administrator at least four days 5 Business Days (or such shorter time as the Issuing Bank Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in its their sole discretion) prior to the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of any such request. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C LC Application, and shall specify in form and detail satisfactory to the Issuing BankLC Administrator: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary Beneficiary thereof; (v) the documents to be presented by the beneficiary Beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary Beneficiary in case of any drawing thereunder; (vii) whether such Letter of Credit is to be issued by the applicable BorrowerFronting Bank or by the Issuers (it being agreed that in the event an Issuer advises the LC Administrator that such Issuer is unable (due to regulatory restrictions or other legal impediments) to Issue a Letter of Credit because of its relationship to the Beneficiary, such Letter of Credit will be issued by the Fronting Bank); (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B Letter of Credit; and (viiiix) such other matters as the Issuing Bank LC Administrator may require. The Agent will promptly notify LC Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Banks Issuers on behalf of the receipt Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by it each of the Issuers. In the event of a conflict between the provisions of this Agreement and the provisions of an LC Application, this Agreement shall govern. The LC Administrator shall use each Issuer’s Percentage as its “Commitment Share” under each Letter of Credit Issued by the Issuers provided that the Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Percentage plus the Percentage of each Participating Bank. The LC Administrator shall not amend any L/C ApplicationLetter of Credit Issued by the Issuers to change the “Commitment Shares” or add or delete an Issuer liable thereunder unless such amendment is done in connection with an assignment pursuant to Section 10.8 or in connection with the addition of an Issuer or a Participating Bank pursuant to Section 2.18. (b) At least two Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof or subsection 3.01(b)(ii); or (B) that one or more conditions specified in Article V are not then 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 in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Commitment Termination Date, the Issuing Bank Issuer will, upon the written request of the applicable Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) LC Administrator at least four days 5 Business Days (or such shorter time as the Issuing Bank Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in its their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued Issued by itthem. The LC Administrator shall promptly advise the Administrative Agent of any such request. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C LC Amendment Application and shall specify in form and detail satisfactory to the Issuing BankLC Administrator: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank LC Administrator may require. The Issuing Bank No Issuer shall be under no have any obligation to amend any Letter of Credit if: (A) the Issuing Bank such Issuer would have no obligation not been obligated at such time to issue Issue or participate in such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary Beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the such Letter of Credit. The Agent will promptly notify the Banks of the receipt by it of any L/C Amendment Application. (d) The Issuing Bank Issuers and the Banks agree thatFronting Bank agree, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower and upon the written request of the Borrower received by the Issuing Bank (with a copy sent by the Borrower to the Agent) at least five days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but and as long as no Event of Default or Default shall have occurred and be continuing, to amend any Letter of Credit to extend the Issuing Bank expiry date thereof to a date not later than five Business Days prior to the Final Maturity Date. The LC Administrator is hereby authorized to execute and deliver each amendment to a Letter of Credit Issued by the Issuers on behalf of the Issuers provided that, upon request of the Borrower, such amendment will be executed by each Issuers. (c) The Administrative Agent shall not have promptly notify each Lender of the receipt of a written request from the Borrower for the issuance of or an amendment to a Letter of Credit and, with respect to the issuance of or Risk Participation in a Letter of Credit, the amount of such Lender’s share of such Letter of Credit which shall equal its Percentage thereof. In addition, at least two Business Days prior to the issuance or amendment of any Letter of Credit, the Administrative Agent will confirm to the Lenders (by telephone or in writing) that the Administrative Agent has received any L/C a copy of the LC Application or LC Amendment Application from the Borrower with Borrower. (d) With respect to a request to Issue a Letter of Credit, unless the Administrative Agent has received, on or before the Business Day immediately preceding the date on which such renewal Letter of Credit will be Issued, (i) notice from the Fronting Bank or the Required Lenders, as the case may be, or the Borrower directing the Administrative Agent not to permit the issuance of such Letter of Credit because such issuance is not then permitted under Section 2.1(a) as a result of the limitations set forth therein or (ii) a notice described in Section 2.1(b)(ii), then, subject to the terms and conditions hereof, the LC Administrator shall, on the requested date, cause a Letter of Credit to be Issued by the Fronting Bank or by the Issuers in accordance with their Percentages (provided that the Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Percentage plus the Percentage of each Participating Bank), as the case may be, for the account of the Borrower in accordance with the LC Administrator’s usual and customary business practices. (e) The LC Administrator may, at its election (or at the direction of the Administrative Agent, the Fronting Bank or the Required Lenders, as the case may be), deliver any notices of termination or other written direction by communications to any Beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow expiry date of such Letter of Credit to renewbe a date not later than five Business Days prior to the Final Maturity Date. (f) This Agreement shall control in the event of any conflict with any LC Related Document (other than any Letter of Credit). (g) The LC Administrator, concurrently or promptly following the delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to a Beneficiary, shall send to the Administrative Agent and the Company Lenders a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit. After giving effect to the Banks hereby authorize Issuance of any Letter of Credit, there shall be no more than 25 Letters of Credit outstanding. (h) The status of a Lender as a Participating Bank at any time shall be determined solely by the Fronting Bank and such renewal, and, accordinglyLender. In the event a Lender becomes a Participating Bank or ceases to be a Participating Bank, the Issuing LC Administrator is authorized to amend each Letter of Credit to reflect such change in status and fees owed by any Participating Bank pursuant to Section 2.14(c)(i) shall be deemed accrue only during such period as such Lender is a Participating Bank with respect to have received an L/C Amendment Application from the Borrower requesting any such renewalLetter of Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be issued Issued upon the irrevocable written request of the Borrower WSS received by the Issuing Bank (with a copy sent by the Company WSS to the Agent) at least four (4) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuanceIssuance. Each such request for issuance Issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) the applicable Borrower; and (viii) such other matters as the Issuing Bank may require. The Agent will promptly notify the Banks of the receipt by it of any L/C Application. (b) At least two (2) Business Days prior to the Issuance of any Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from a Borrower WSS and, if not, the Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing Bank has received notice on or before the Business Day immediately preceding the date the Issuing Bank is to issue Issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank not to issue Issue such Letter of Credit because such issuance Issuance is not then permitted under subsection 3.01(a) as a result of the limitations set forth in clauses (1) through and (32) thereof or subsection 3.01(b)(ii3.01(b)(iii); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue Issue a Letter of Credit for the account of the Borrower WSS in accordance with the Issuing Bank's usual and customary business practices. (c) From time to time while a Letter of Credit is outstanding and prior to the Revolving Termination Date, the Issuing Bank will, upon the written request of the applicable Borrower WSS received by the Issuing Bank (with a copy sent by the Borrower WSS to the Agent) at least four (4) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued Issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation to amend any Letter of Credit, and no Bank shall be obligated to participate in any Letter of Credit in its amended form, if: (A) the Issuing Bank would have no obligation at such time to issue Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter Letter of Credit does not accept the proposed amendment to the Letter of Credit. . (d) The Agent will promptly notify the Banks of the receipt by it of any L/C Application or L/C Amendment Application. At the request of any Bank, the Issuing Bank will deliver copies of such L/C Application or L/C Amendment Application to such Bank. (de) The Issuing Bank and the Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the applicable Borrower WSS and upon the written request of the Borrower WSS received by the Issuing Bank (with a copy sent by the Borrower WSS to the Agent) at least five four (4) days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the Issuing Bank shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it. Each such request for renewal of a Letter of Credit shall be made by facsimile, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the Issuing Bank may require. The Issuing Bank shall be under no obligation so to renew any Letter of Credit if: (A) the Issuing Bank would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the Issuing Bank that such Letter of Credit shall not be renewed, and if at the time of renewal the Issuing Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this subsection 3.02 (e) upon the request of the Borrower but the Issuing Bank shall not have received any L/C Amendment Application from the Borrower with respect to such renewal or other written direction by the Company with respect thereto, the Issuing Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company and the Banks hereby authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to have received an L/C Amendment Application from the Borrower requesting such renewal.of