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 LC Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in 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 LC Application, and shall specify in form and detail satisfactory to the LC 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 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 such Letter of Credit is to be issued by the Fronting 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 (ix) such other matters as the LC Administrator may require. The LC Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by 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 Letter 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.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be Issued upon the irrevocable written request of the applicable Revolving Borrower or Subsidiary Swing Line Borrower received by the LC Administrator L/C Lender (with a copy sent by the applicable Revolving Borrower or Subsidiary Swing Line Borrower to the Administrative Agent) at least 5 three Business Days (or such shorter time as the Administrative Agent, the LC Administrator and the Issuer L/C Lender may agree in a particular instance in their its sole discretion) prior to the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of any such requestIssuance. 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 LC L/C Application, and shall specify in form and detail reasonably satisfactory to the LC AdministratorL/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 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) the 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 issued by counted against the Fronting Bank UK Borrower Sublimit or by the Issuers (it being agreed that in Subsidiary Swing Line Borrower Sublimit of 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 CreditUK Swing Line Borrowers; and (ix) such other matters as the LC Administrator L/C Lender may reasonably require. The LC Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by 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 Letter 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.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be 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 an Issuing Bank (with a copy sent by the LC Administrator at least 5 Business Days (or such shorter time as Borrower to the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in their sole discretion) prior to by no later than 1:00 p.m. (New York City time) on the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of any such requestIssuance. 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC Administratorsuch 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 beneficiary thereof; (vvi) the documents to be presented by the Beneficiary 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 beneficiary in case of any drawing thereunder; (vii) whether such Letter of Credit is to be issued by the Fronting 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); and (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B Letter of Credit; and (ix) such other matters as the LC Administrator such Issuing Bank may require. The LC Administrator is hereby authorized to execute and deliver each Upon receipt of such request, the Administrative Agent will promptly notify the Banks of the receipt by it of any L/C Application. Upon receipt by an Issuing Bank of a Letter of Credit to be Issued request, such Issuing Bank shall confirm with the Administrative Agent that the Administrative Agent has received a copy of such request and, if not, such Issuing Bank shall provide the Administrative Agent with a copy thereof. Upon receipt by such Issuing Bank of confirmation from the Issuers on behalf Administrative Agent in writing, in the form of the Issuers providedExhibit K hereto, that at the request of requested issuance or amendment is permitted in accordance with the Borrowerterms hereof, such Issuing Bank shall, on the requested date, issue such Letter of Credit will be executed by each for the account of the Issuers. In requesting Borrower or issue the event of a conflict between applicable amendment, as the provisions of this Agreement case may be, in each case in accordance with such Issuing Bank’s usual 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 Letter 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 2.18customary business practices.

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 the LC Administrator applicable Issuing Lender (with a copy sent by the Borrower to the Administrative Agent) at least 5 two Business Days (or such shorter time as the Administrative Agent, the LC Administrator applicable Issuing Lender and the Issuer Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of issuanceissuance in the form of an L/C Application or L/C Amendment Application, appropriately completed and signed by a Responsible Officer. The LC Administrator shall promptly advise 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 any such requestamendment, as the case may be. Each such In the case of a request for an initial issuance of a Letter of Credit shall be by facsimileCredit, confirmed immediately in an original writing, in the form of an LC Application, and such L/C Application shall specify in form and detail satisfactory to the LC Administratorapplicable Issuing Lender: (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 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) whether such Letter the purpose and nature of Credit is to be issued by the Fronting 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 requested Letter of Credit; and (ixvii) such other matters as the LC Administrator applicable Issuing Lender may requirereasonably require related to the issuance of such Letter of Credit. The LC Administrator is hereby authorized In the case of a request for an L/C Amendment, such Letter of Credit Application shall specify in form and detail satisfactory to execute and deliver each the applicable Issuing Lender (A) the Letter of Credit to be Issued by amended; (B) the Issuers on behalf proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Issuers provided, that at proposed amendment; and (D) such other matters as such Issuing Lender may reasonably require related to the request issuance of the Borrower, such Letter of Credit will be executed by each of Credit. Additionally, the Issuers. In Borrower shall furnish to the event of a conflict between the provisions of this Agreement applicable Issuing Lender 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 Administrative Agent such other ordinary and customary documents and information pertaining to such requested Letter of Credit Issued by issuance or amendment, including any L/C-Related Documents, as the Issuers provided that applicable Issuing Lender or 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 Letter 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 2.18Administrative Agent may reasonably require.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be 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 LC Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC Administrator an Issuing Bank and the Issuer may agree in a particular instance in their sole discretionAgent by no later than 3:00 p.m. (New York City time) prior to on the proposed date of issuance. The LC Administrator shall promptly advise Issuance; provided, however, that each such Issuance is subject to the Administrative Agent consent of any such requestAgent. 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC Administratorsuch Issuing Bank 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 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 the Letter of Credit is to be issued by the Fronting Bank a Standby 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 Commercial Letter of Credit; and (ixviii) such other matters as the LC Administrator such Issuing Bank may require. The LC Administrator is hereby authorized No such Issuance will be made if prior to execute 5:00 p.m. (New York City time) on the day before the proposed date of Issuance, a Bank has provided Agent with, and deliver each Letter Agent has actually received, a written notice in the form of Credit to be Issued Exhibit G. If Agent does timely receive a written notice in the form of Exhibit G, Agent shall notify the Borrower and such Issuing Bank by 3:00 p.m. (New York City time) on the Issuers on behalf proposed date of Issuance, and the Issuers provided, that at the request of the Borrower, such proposed Letter of Credit will not be executed by each Issued, unless one or more of the IssuersBanks have elected to become Approving Banks thereby triggering the Conversion to Reduced Funding Banks Date. In If the event of a conflict between Approving Banks elect to Issue 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 notwithstanding the Issuers provided Agent’s receipt of such notice, they may (on a pro rata basis among the Banks that have elected to continue funding) Issue the Fronting Bank shall be severally (and not jointly) liable for an full amount, or a pro rata amount equal to its Percentage plus after taking into account the Percentage Declining Bank’s Pro Rata Share, of each Participating Bank. The LC Administrator shall not amend any such requested Letter 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 2.18Credit.

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 Company received by the LC Administrator applicable Issuing Lender (with a copy sent by the Company to the Administrative Agent) at least 5 two Business Days (or such shorter time as the Administrative Agent, the LC Administrator applicable Issuing Lender and the Issuer Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of issuanceissuance in the form of an L/C Application or L/C Amendment Application, appropriately completed and signed by a Responsible Officer of the Company. The LC Administrator shall promptly advise Such L/C Application or L/C Amendment Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. 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 any such requestamendment, as the case may be. Each such In the case of a request for an initial issuance of a Letter of Credit shall be by facsimileCredit, confirmed immediately in an original writing, in the form of an LC Application, and such L/C Application shall specify in form and detail satisfactory to the LC Administratorapplicable Issuing Lender: (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 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) whether such Letter the purpose and nature of Credit is to be issued by the Fronting 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 requested Letter of Credit; and (ixvii) such other matters as the LC Administrator Issuing Lender may requirereasonably require related to the issuance of such Letter of Credit. The LC Administrator is hereby authorized In the case of a request for an L/C Amendment, such Letter of Credit Application shall specify in form and detail satisfactory to execute and deliver each the Issuing Lender (A) the Letter of Credit to be Issued by amended; (B) the Issuers on behalf proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Issuers provided, that at proposed amendment; and (D) such other matters as such Issuing Lender may reasonably require related to the request issuance of the Borrower, such Letter of Credit will be executed by each of Credit. Additionally, the Issuers. In Company shall furnish to the event of a conflict between the provisions of this Agreement Issuing Lender 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 Administrative Agent such other ordinary and customary documents and information pertaining to such requested Letter of Credit Issued by issuance or amendment, including any L/C-Related Documents, as the Issuers provided that Issuing Lender or 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 Letter 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 2.18Administrative Agent may reasonably require.

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 LC Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in 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 LC Application, shall be given in such manner as is satisfactory to the LC Administrator and shall specify in form and detail satisfactory to the LC 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 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 such Letter of Credit is to be issued by the Fronting 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); and (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B Letter of Credit; and (ix) such other matters as the LC Administrator may require. The LC Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by 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 Letter 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 2.1810.8.

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 delivered to the Issuing Bank (with a copy 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 Borrower. Such L/C Application or L/C Amendment Application must be received by the LC Administrator Issuing Bank and the Agent not later than 11:00 a.m. (New York time) at least 5 two (2) Business Days (or such shorter later date and time as the Administrative Agent, the LC Administrator Agent and the Issuer Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed Issuance date or date of issuanceamendment, as the case may be. The LC Administrator shall promptly advise In the Administrative Agent case of any such request. Each such 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 LC Application, and such L/C Application shall specify in form and detail satisfactory to the LC AdministratorIssuing 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 beneficiary thereof; (vE) the documents to be presented by the Beneficiary of the Letter of Credit such beneficiary in case of any drawing thereunder; (viF) the full text of any certificate to be presented by the Beneficiary such beneficiary in case of any drawing thereunder; (viiG) whether such Letter the purpose and nature of Credit is to be issued by the Fronting 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 requested Letter of Credit; and (ixH) such other matters as the LC Administrator Issuing Bank may require. The LC Administrator is hereby authorized In the 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 execute and deliver each the Issuing Bank (A) the Letter of Credit to be Issued by amended; (B) the Issuers on behalf proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Issuers providedproposed amendment; and (D) such other matters as the Issuing Bank may require. Additionally, that at the request of Borrower shall furnish to the Borrower, Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit will be executed by each of Issuance or amendment, including any Issuer Documents, as the Issuers. In Issuing Bank or 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 Letter 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 2.18Agent may require.

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 LC Administrator Issuer and the Administrative Agent at least 5 (A) in the case of an Offshore Currency denominated Letter of Credit, six Business Days or (B) in the case of a Dollar denominated Letter of Credit, four Business Days (or, in either case, such shorter time as the LC Issuer and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed Issuance Date. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed promptly in an original writing, in the form of a Letter of Credit Application, and shall specify in form and detail reasonably satisfactory to the LC Issuer: (i) the proposed date of issuance (which shall be a Business Day), the face amount and currency of the Letter of Credit; (ii) the expiry date of such Letter of Credit; (iii) the name and address of the beneficiary thereof; (iv) the documents to be presented by the beneficiary of such Letter of Credit in case of any drawing thereunder; (v) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vi) such other matters as the LC Issuer may require. If a Letter of Credit is requested to be denominated in an Offshore Currency, the Administrative Agent shall promptly notify each Lender thereof. Such Letter of Credit shall not be issued if the LC Issuer notifies the Administrative Agent that it has determined that it cannot pay under a Letter of Credit denominated in such Offshore Currency. (b) At least two Business Days prior to the Issuance Date of any Letter of Credit, the LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of the Letter of Credit Application or Letter of Credit Amendment Application from the Borrower and, if not, the LC Issuer will provide the Administrative Agent with a copy thereof. If and only if the Administrative Agent notifies the LC Issuer on or before the Business Day immediately preceding the proposed date of Issuance of a Letter of Credit that the LC Issuer may Issue such Letter of Credit, then, subject to the terms and conditions hereof, the LC Issuer shall, on the requested date, Issue such Letter of Credit for the account of the Borrower in accordance with the LC Issuer'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 Section 2.06.01(a) as a result of the limitations set forth in clause (1), (2), (3) or (4) thereof or (B) the LC Issuer has received a notice described in Section 2.06.01(c)(i). 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 Commitment Maturity Date, the LC Issuer will, upon the written request of the Borrower received by the LC Issuer (with a copy sent by the Borrower to the Administrative Agent) at least four Business Days (or such shorter time as the Administrative Agent, the LC Administrator Issuer and the Issuer Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of issuance. The LC Administrator shall promptly advise amendment, amend any Letter of Credit issued by it, subject to approval thereof by the Administrative Agent of any such requestAgent. Each such request for issuance amendment of a Letter of Credit shall be made by facsimile, confirmed immediately promptly in an original writing, made in the form of an LC Application, a Letter of Credit Amendment Application and shall specify in form and detail reasonably satisfactory to the LC AdministratorIssuer: (i) the Letter of Credit to be 27 36 amended; (ii) the proposed date of issuance amendment of the such Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date nature 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 such Letter of Credit is to be issued by the Fronting 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 Creditproposed amendment; and (ixiv) such other matters as the LC Administrator Issuer may reasonably require. The LC Administrator is hereby authorized Issuer shall have no obligation to execute and deliver each amend any Letter of Credit if the LC Issuer would have no obligation at such time to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, Issue such Letter of Credit will be executed by each of in its amended form under the Issuers. In the event of a conflict between the provisions terms of this Agreement and the provisions of an LC Application, this Agreement shall governAgreement. 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 Issuer shall not amend any Letter of Credit Issued if: (A) the LC Issuer would not be permitted to Issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (d) The LC Issuer and the Lenders agree that, while a Letter of Credit is outstanding and prior to the Revolving Commitment Maturity Date, at the option of the Borrower and upon the written request of the Borrower received by the Issuers LC Issuer (with a copy sent by the Borrower to change the “Commitment Shares” Administrative Agent) at least four Business Days (or add or delete an such shorter time as the LC Issuer liable thereunder unless such amendment is done and the Administrative Agent may agree in connection with an assignment pursuant a particular instance in their sole discretion) prior to Section 10.8 or in connection the proposed date of notification of renewal, the LC Issuer shall be entitled, with the addition approval of the Administrative Agent, to authorize the 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 promptly in an original writing, in the form of a Letter of Credit Amendment Application, and shall specify in form and detail reasonably satisfactory to the LC Issuer: (i) the Letter of Credit to be renewed; (ii) the proposed date of renewal of such Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of such Letter of Credit (which, unless all Lenders otherwise consent in writing, shall be prior to the Revolving Commitment Maturity Date); and (iv) such other matters as the LC Issuer may reasonably require. The LC Issuer shall be under no obligation 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 LC Issuer would not be permitted to Issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or (B) the beneficiary of such Letter of Credit does not accept the proposed renewal of 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 LC Issuer that such Letter of Credit shall not be renewed, and if at the time of renewal the LC Issuer would be entitled to authorize the renewal of such Letter of Credit in accordance with this Section 2.06.02(d) upon the request of the Borrower but the LC Issuer shall not have received any Letter of Credit Amendment Application from the Borrower with respect to such renewal or other written direction by the Borrower with respect thereto, and the LC Issuer shall not have received notice from the Administrative Agent that such Letter of Credit shall not be renewed, the LC Issuer shall allow such Letter of Credit to renew, and the Borrower and the Lenders hereby authorize such renewal, and, accordingly, the LC Issuer shall be deemed to have received a Letter of Credit Amendment Application from the Borrower requesting such renewal. (e) The LC Issuer 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 applicable 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 Commitment Maturity Date. (f) This Agreement shall control in the event of any conflict with any Letter of Credit Related Document (other than any Letter of Credit). (g) The LC Issuer 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 the Borrower, an advising bank or a Participating Bank pursuant beneficiary, a true and complete copy of such Letter of Credit or amendment to or renewal of a Letter of Credit. Section 2.182.06.03.

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 Company delivered to the Issuing Bank (with a copy 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 LC Administrator Issuing Bank and the Agent not later than 10:00 a.m. (Chicago time) at least 5 two (2) Business Days (or such shorter later date and time as the Administrative Agent, the LC Administrator Agent and the Issuer Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed Issuance date or date of issuanceamendment, as the case may be. The LC Administrator shall promptly advise In the Administrative Agent case of any such request. Each such 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 LC Application, and such L/C Application shall specify in form and detail satisfactory to the LC AdministratorIssuing 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 beneficiary thereof; (vE) the documents to be presented by the Beneficiary of the Letter of Credit such beneficiary in case of any drawing thereunder; (viF) the full text of any certificate to be presented by the Beneficiary such beneficiary in case of any drawing thereunder; (viiG) whether such Letter the purpose and nature of Credit is to be issued by the Fronting 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 requested Letter of Credit; and (ixH) such other matters as the LC Administrator Issuing Bank may require. The LC Administrator is hereby authorized In the 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 execute and deliver each the Issuing Bank (A) the Letter of Credit to be Issued by amended; (B) the Issuers on behalf proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Issuers providedproposed amendment; and (D) such other matters as the Issuing Bank may require. Additionally, that at the request of Company shall furnish to the Borrower, Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit will be executed by each of Issuance or amendment, including any Issuer Documents, as the Issuers. In Issuing Bank or 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 Letter 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 2.18Agent may require.

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 LC Administrator applicable Issuer (with a copy sent by such Issuer to the Agent) at least 5 Business Days three days (or such shorter time as the Administrative Agent, the LC Administrator and the such Issuer may agree in a particular instance in their its sole discretion) prior to the proposed date of issuance. The LC Administrator ; provided, that, five days’ prior notice (or such shorter time as such Issuer may agree in a particular instance in its sole discretion) shall promptly advise the Administrative Agent be required in respect of any such requesteach Letter of Credit to be denominated in an Alternative Currency. Each such request for issuance of a Letter of Credit shall be by facsimile, United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuer, by personal delivery or by any other means acceptable to the applicable Issuer and shall be confirmed immediately in an original writingwriting (if required by the applicable Issuer), in the form of an LC ApplicationL/C Application (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 LC Administratorsuch Issuer: (i) the proposed date of 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 beneficiary thereof; (v) the documents to be presented by the Beneficiary 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 beneficiary in case of any drawing thereunder; (vii) whether the currency in which such Letter of Credit is to be issued by the Fronting Bank denominated, which shall be Dollars 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)Alternative Currency; (viii) whether such Letter of Credit is to be issued for the account of the Company and/or a Tranche A Letter Restricted Subsidiary (and, if for the account of Credit or a Tranche B Letter Restricted Subsidiary, the legal name of Creditsuch Restricted Subsidiary); and (ix) such other matters as the LC Administrator such Issuer may require. The LC Administrator is hereby authorized Additionally, the Company shall furnish the applicable Issuer and the Agent such other documents and information pertaining to execute and deliver each such requested Letter of Credit to be Issued by issuance or amendment, including any Issuer Documents, as the Issuers on behalf of applicable Issuer, the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by each of the Issuers. In the event of a conflict between the provisions of this Agreement Agent 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 Letter 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 2.18Company may agree upon.

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 LC Administrator Bank at least 5 three Business Days (or such shorter time as the Administrative Agent, the LC Administrator and the Issuer Bank may agree in a particular instance in their sole discretioninstance) 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 LC Application, L/C Application and shall specify in form and detail satisfactory to the LC AdministratorBank: (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) whether such other matters as the Bank may reasonably require. Unless the issuance, amendment or renewal of any Letter of Credit is not then permitted under Section 3.01(a)(ii) as a result of the limitations set forth in clauses (A) or (B) thereof or under Section 3.01(b), or one or more conditions specified in Article 5 are not then satisfied, then, subject to be issued by the Fronting terms and conditions hereof, the Bank or by shall, on 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 requested Issue date, Issue a Letter of Credit because for the account of its relationship the Company in accordance with the Bank's usual and customary business practices. From time to time while a Letter of Credit is outstanding and prior to the BeneficiaryRevolving Termination Date, the Bank will, upon the written request of the Company received by the Bank at least four Business Days (or such shorter time as the Bank may agree in a particular instance) 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 in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the 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 Bank may reasonably require. The Bank shall be under no obligation to amend any Letter of Credit if: (A) the Bank would have no obligation at such time to issue such Letter of Credit will be issued by in its amended form under the Fronting Bank)terms of this Agreement; or (viiiB) whether the beneficiary of any such Letter of Credit is does not accept the proposed amendment to be the Letter of Credit. From time to time while a Tranche A Letter of Credit is outstanding and prior to the Revolving Termination Date, the Bank shall, upon the written request of the Company received by the Bank at least four Business Days (or such shorter time as the Bank may agree in a Tranche B particular instance) prior to the proposed date of notification of renewal, 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 in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the 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 (ixiv) such other matters as the LC Administrator Bank may require. The LC Administrator is Bank shall be under no obligation to renew any Letter of Credit if: (A) the 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 provides that it shall be automatically renewed unless the beneficiary thereof receives notice from the Bank that such Letter of Credit will not be renewed, and if at the time of renewal the Bank would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this Section 3.02(d) upon the request of the Company but the Bank shall not have received an L/C Amendment Application from the Company with respect to such renewal or any other written direction by the Company with respect thereto, the Bank shall nonetheless be permitted to allow such Letter of Credit to renew, and the Company hereby authorized authorizes such renewal, and, accordingly, the Bank shall be deemed to execute have received an L/C Amendment Application from the 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 deliver each 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 Issued by a date not later than 200 days after the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by each of the IssuersRevolving Termination Date. In This Agreement shall control in the event of a any 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 with any L/C-Related Document (and not jointly) liable for an amount equal to its Percentage plus the Percentage of each Participating Bank. The LC Administrator shall not amend other than any Letter 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 2.18Credit).

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 LC Administrator applicable Issuer (with a copy sent by such Issuer to the Agent) at least 5 Business Days three days (or such shorter time as the Administrative Agent, the LC Administrator and the such Issuer may agree in a particular instance in their its sole discretion) prior to the proposed date of issuance. The LC Administrator ; provided, that, five days’ prior notice (or such shorter time as such Issuer may agree in a particular instance in its sole discretion) shall promptly advise the Administrative Agent be required in respect of any such requesteach Letter of Credit to be denominated in an Alternative Currency. Each such request for issuance of a Letter of Credit shall be by facsimile, United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuer, by personal delivery or by any other means acceptable to the applicable Issuer and shall be confirmed immediately in an original writingwriting (if required by the applicable Issuer), in the form of an LC ApplicationL/C Application (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 LC Administratorsuch Issuer: (i) the proposed date of 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 beneficiary thereof; (v) the documents to be presented by the Beneficiary 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 beneficiary in case of any drawing thereunder; (vii) whether the currency in which such Letter of Credit is to be issued by the Fronting Bank denominated, which shall be Dollars 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)Alternative Currency; (viii) whether such Letter of Credit is to be issued for the account of the Company and/or a Tranche A Letter Subsidiary (and, if for the account of Credit or a Tranche B Letter Subsidiary, the legal name of Creditsuch Subsidiary); and (ix) such other matters as the LC Administrator such Issuer may require. The LC Administrator is hereby authorized Additionally, the Company shall furnish the applicable Issuer and the Agent such other documents and information pertaining to execute and deliver each such requested Letter of Credit to be Issued by issuance or amendment, including any Issuer Documents, as the Issuers on behalf of applicable Issuer, the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by each of the Issuers. In the event of a conflict between the provisions of this Agreement Agent 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 Letter 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 2.18Company may agree upon.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be Issued by the Issuing Lender upon the irrevocable written request of a Borrower (which shall be the Borrower Applicant or Co Applicant with respect to such Letter of Credit) received by the LC L/C Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC L/C Administrator and the Issuer Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed date of issuance. The LC L/C Administrator shall promptly advise the Administrative Agent of any such requestrequest and the Administrative Agent shall promptly advise each Lender thereof. 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC L/C Administrator: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the Applicant and if the Applicant is not a Borrower, that the requesting Borrower shall be the Co Applicant; (iii) 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 Credit Agreement ---------------- 32 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) whether such Letter of Credit is to be issued by the Fronting 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); and (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B Letter of Credit; and (ix) such other matters as the LC L/C Administrator may reasonably require. The LC L/C Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by each of the IssuersIssuing Lender. In the event of a conflict between the provisions of this Agreement and the provisions of an LC L/C 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 Letter 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.

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 applicable Borrower delivered to the LC Issuer (with a copy 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 LC Administrator Issuer and the Administrative Agent not later than 12:00 p.m., New York City time, at least 5 two Business Days (or such shorter later date and time as the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of issuanceamendment, as the case may be. The LC Administrator shall promptly advise In the Administrative Agent case of any such request. Each such 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 LC Application, and Application shall specify in form and detail reasonably satisfactory to the LC AdministratorIssuer: (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 beneficiary thereof; (v) the documents to be presented by the Beneficiary of the Letter of Credit such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the Beneficiary such beneficiary in case of any drawing thereunder; and (vii) whether such Letter of Credit is to be issued by the Fronting 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 (ix) such other matters as the LC Administrator Issuer may reasonably require. The In the 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 Administrator is hereby authorized to execute and deliver each Issuer (w) the Letter of Credit to be Issued by amended; (x) the Issuers on behalf proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the Issuers provided, that at proposed amendment; and (z) such other matters as the request of the Borrower, such Letter of Credit will be executed by 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 Letter 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 2.18may reasonably require.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall which is Issued hereunder shall, subject to the limitations set forth in Section 3.01(b) above, be 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 LC Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC Administrator an Issuing Bank and the Issuer may agree in a particular instance in their sole discretionAgent by no later than 12 noon (New York City time) prior to on the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of Issuance or at such later time as agreed to by such Issuing Bank; provided that with respect to any such requestrequest received after 12 noon (New York City time) such Issuing Bank agrees to use commercially reasonable best efforts to Issue the Letter of Credit on the same day the notice is received. 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC Administratorsuch Issuing Bank 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 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 the Letter of Credit is to be issued by the Fronting Bank a Standby 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 Commercial Letter of Credit; and (ixviii) such other matters as the LC Administrator such Issuing Bank may require. The LC Administrator is hereby authorized to execute and deliver each Upon receipt of such request for Issuance of a Letter of Credit to be Issued Credit, the Agent shall promptly notify the Issuing Banks by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by each of the Issuers. In the event delivery of a conflict between notification in the form of Exhibit P attached hereto whether or not such Issuance is in compliance with 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 Letter 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 2.183.01.

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 Company received by the LC Administrator applicable Issuing Lender (with a copy sent by the Company to the Administrative Agent) at least 5 two Business Days (or such shorter time as the Administrative Agent, the LC Administrator applicable Issuing Lender and the Issuer Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of issuanceissuance in the form of an L/C Application or L/C Amendment Application, appropriately completed and signed by a Responsible Officer of the Company. The LC Administrator shall promptly advise Such L/C Application or L/C Amendment Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. 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 any such requestamendment, as the case may be. Each such In the case of a request for an initial issuance of a Letter of Credit shall be by facsimileCredit, confirmed immediately in an original writing, in the form of an LC Application, and such L/C Application shall specify in form and detail satisfactory to the LC Administratorapplicable Issuing Lender: (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 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) whether such Letter of Credit is to be issued by the Fronting 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 (ix) such other matters as the LC Administrator such Issuing Lender may require. The LC Administrator is hereby authorized Additionally, the Company shall furnish to execute the Issuing Lender and deliver each the Administrative Agent such other ordinary and customary documents and information pertaining to such requested Letter of Credit to be Issued by issuance or amendment, including any L/C-Related Documents, as the Issuers on behalf of Issuing Lender or the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by 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 Letter 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 2.18Administrative Agent may reasonably require.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be 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 B-1 received by the LC Administrator at least 5 Business Days (or such shorter time as Issuing Bank and the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in their sole discretionAgent by no later than 3:00 p.m. (New York City time) prior to on the proposed date of issuance. The LC Administrator shall promptly advise Issuance; provided, however, that each such Issuance is subject to the consent of Administrative Agent of any such requestAgent. 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC AdministratorIssuing Bank and Administrative 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 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 the Letter of Credit is to be issued by the Fronting Bank a Standby 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 Documentary Letter of Credit; and (ixviii) such other matters as the LC Administrator Issuing Bank may require. The LC Administrator is hereby authorized to execute and deliver each Letter of Credit Issuer shall promptly notify each other Lender by telecopier or electronic mail upon receipt of such Notice of Borrowing (Letter of Credit). No such Issuance will be made if prior to be Issued 5:00 p.m. (New York City time) on the day before the proposed date of Issuance, a Lender has provided Administrative Agent with, and Administrative Agent has actually received, a written notice in the form of Exhibit G. If Administrative Agent does timely receive a written notice in the form of Exhibit G, Administrative Agent shall notify the Borrower and the Issuing Bank by 3:00 p.m. (New York City time) on the Issuers on behalf proposed date of Issuance, and the Issuers provided, that at the request of the Borrower, such proposed Letter of Credit will not be executed by each Issued, unless one or more of the IssuersLenders have elected to become Approving Lenders thereby triggering the Conversion to Reduced Funding Lenders Date. In If the event of a conflict between Approving Lenders elect to Issue 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 notwithstanding the Issuers provided Administrative Agent’s receipt of such notice, they may (on a pro rata basis among the Lenders that have elected to continue funding) Issue the Fronting Bank shall be severally (and not jointly) liable for an full amount, or a pro rata amount equal to its Percentage plus after taking into account the Percentage Declining Lender’s Pro Rata Share, of each Participating Bank. The LC Administrator shall not amend any such requested Letter 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 2.18Credit.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be Issued upon the irrevocable written request of the Borrower Max Re received by the LC Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in 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 LC Application, and shall specify in form and detail satisfactory to the LC 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 and whether such Letter of Credit will be a Canadian 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 such Letter of Credit is to be issued by the Fronting Bank or by the Issuers (it being agreed that (x) all Canadian Letters of Credit will be issued by the Fronting Bank and (y) 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 (ix) such other matters as the LC Administrator may require. The LC Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the BorrowerMax Re, such Letter of Credit will be executed by 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 Letter 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 10.8, in connection with the addition of an Issuer or a Participating Bank pursuant to Section 2.182.19 or in connection with an amendment to the Continuing Letters of Credit pursuant to Section 2.8.

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 delivered to the Issuing Bank (with a copy 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 Borrower. Such L/C Application or L/C Amendment Application must be received by the LC Administrator Issuing Bank and the Agent not later than 1:00 p.m. (New York time) at least 5 two (2) Business Days (or such shorter later date and time as the Administrative Agent, the LC Administrator Agent and the Issuer Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed Issuance Date or date of issuanceamendment, as the case may be. The LC Administrator shall promptly advise In the Administrative Agent case of any such request. Each such 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 LC Application, and such L/C Application shall specify in form and detail satisfactory to the LC AdministratorIssuing Bank: (iA) the proposed date of issuance Issuance Date 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 beneficiary thereof; (vE) the documents to be presented by the Beneficiary of the Letter of Credit such beneficiary in case of any drawing thereunder; (viF) the full text of any certificate to be presented by the Beneficiary such beneficiary in case of any drawing thereunder; (viiG) whether such Letter the purpose and nature of Credit is to be issued by the Fronting 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 requested Letter of Credit; and (ixH) such other matters as the LC Administrator Issuing Bank may require. The LC Administrator is hereby authorized In the 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 execute and deliver each the Issuing Bank (A) the Letter of Credit to be Issued by amended; (B) the Issuers on behalf proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Issuers providedproposed amendment; and (D) such other matters as the Issuing Bank may require. Additionally, that at the request of Borrower shall furnish to the Borrower, Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit will be executed by each of Issuance or amendment, including any L/C-Related Documents, as the Issuers. In Issuing Bank or 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 Letter 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 2.18Agent may require.

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 Company delivered to the applicable Issuing Lender (with a copy to the Administrative Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer of the Company. Such L/C Application must be received by the LC Administrator applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least 5 two Business Days (or such shorter later date and time as the Administrative Agent, the LC Administrator and the Issuer applicable Issuing Lender may agree in a particular instance in their its sole discretion) prior to the proposed issuance date or date of issuanceamendment, as the case may be. The LC Administrator shall promptly advise In the Administrative Agent case of any such request. Each such a request for an initial issuance of a Letter of Credit shall be by facsimileCredit, confirmed immediately in an original writing, in the form of an LC Application, and such L/C Application shall specify in form and detail satisfactory to the LC Administratorapplicable Issuing Lender: (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 beneficiary thereof; (vE) the documents to be presented by the Beneficiary of the Letter of Credit such beneficiary in case of any drawing thereunder; (viF) the full text of any certificate to be presented by the Beneficiary such beneficiary in case of any drawing thereunder; (vii) whether such Letter of Credit is to be issued by the Fronting 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 (ixG) such other matters as the LC Administrator applicable Issuing Lender may require. The LC Administrator is hereby authorized In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to execute and deliver each the applicable Issuing Lender (A) the Letter of Credit to be Issued by amended; (B) the Issuers on behalf proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the Issuers provided, that at proposed amendment; and (D) such other matters as the request of the Borrower, such Letter of Credit will be executed by 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 Letter 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 2.18applicable Issuing Lender may require.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be Issued upon the irrevocable written request of the Borrower Max Bermuda received by the LC Administrator Applicable Issuing Party at least 5 Business Days (or such shorter time as the Administrative Agent, the LC Administrator and the Issuer Applicable Issuing Party may agree in a particular instance in their sole discretion) prior to the proposed date of issuance. The LC Administrator 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 LC Application, and shall specify in form and detail satisfactory to the LC AdministratorApplicable Issuing Party: (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 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 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 Fronting Bank or by and (y) in the Issuers (it being agreed that case of Several Letters of Credit in the event an Issuer a Lender advises the LC Administrator that such Issuer Lender is unable (due to regulatory restrictions or other legal impediments) to Issue a Letter of Credit because of its relationship to the BeneficiaryParticipating 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; and (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 (xi) and such other matters as the LC Administrator Applicable Issuing Party may require. The LC Administrator is hereby authorized to execute and deliver each In the event Max Bermuda requests that a Letter of Credit to be Issued by issued for the Issuers on behalf account of the Issuers providedany of its Insurance Subsidiaries, that at the request of the Borrower, Max Bermuda shall be liable for all Obligations under such Letter of Credit will be executed by each as if it had been issued for the account 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 Letter 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 2.18Max Bermuda itself.

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 LC Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in 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 LC Application, and shall specify in form and detail satisfactory to the LC 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 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 such Letter of Credit is to be issued by the Fronting Bank or by the Issuers Lenders (it being agreed that in the event an Issuer a Lender advises the LC Administrator that such Issuer Lender 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 (ix) such other matters as the LC Administrator may require. The LC Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Issuers Lenders on behalf of the Issuers Lenders provided, that at the request of the Borrower, such Letter of Credit will be executed by each of the IssuersLenders. 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 Lender'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 BankLenders. The LC Administrator shall not amend any Letter of Credit Issued by the Issuers Lenders to change the “"Commitment Shares” " or add or delete an Issuer a Lender 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 Lender pursuant to Section ------------ ------- 2.18.. ----

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 LC Administrator Issuing Bank (with a copy sent by the Company to the Agent) at least 5 two Business Days (or such shorter time as the Administrative Agent, the LC Administrator and the Issuer Issuing Bank may agree in a particular instance in their its 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC AdministratorIssuing 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 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) whether such other matters as the Issuing Bank may require. (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 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 (B) that one or more conditions specified in Article V are not then satisfied; then, subject to be issued by the Fronting terms and conditions hereof, the Issuing Bank or by shall, on 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 requested date, issue a Letter of Credit because for the account of its relationship the 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 BeneficiaryRevolving Termination Date, the Issuing Bank will, upon the written request of the Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least 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 be issued 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 Fronting Bank); (viii) whether such Banks agree that, while a Letter of Credit is outstanding and prior to the Revolving Termination Date, at the option of the Company and upon the written request of the Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least 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 a Tranche A entitled to authorize the automatic renewal of any Letter of Credit or issued by it. Each such request for renewal of a Tranche B 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 (ixiv) such other matters as the LC Administrator Issuing Bank may require. The LC Administrator is 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 Company but the Issuing Bank shall not have received any L/C Amendment Application from the 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 authorized authorize such renewal, and, accordingly, the Issuing Bank shall be deemed to execute have received an L/C Amendment Application from the 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 deliver each 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 Issued by a date not later than the Issuers on behalf 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 Issuers providedAgent, that at the request concurrently or promptly following its delivery of the Borrowera 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 will or amendment to or renewal of a Letter of Credit. 3.03 Existing Bank One Letters of Credit; Risk Participations, Drawings and Reimbursements. (a) On and after the Closing Date, the Existing Bank One Letters of Credit shall be executed by each deemed for all purposes, including for purposes of the Issuers. In fees to be collected pursuant to subsection 3.08(a), and reimbursement of costs and expenses to the event extent provided herein, Letters of a conflict between Credit outstanding under this Agreement and entitled to the provisions benefits of this Agreement and the provisions other Loan Documents, and shall be governed by the applications and agreements pertaining thereto and by this Agreement. Each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the Closing Date a participation in each such Letter of Credit and each drawing thereunder in an LC Applicationamount equal to the product of (i) such Bank's Pro Rata Share times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, this Agreement respectively. For purposes of section 2.01 and subsection 2.10(b), the Existing Bank One Letters of Credit shall governbe deemed to utilize pro rata the Commitment of each Bank. The LC Administrator shall use each Issuer’s Percentage as its “Commitment Share” under (b) Immediately upon the Issuance of each Letter of Credit Issued by the Issuers provided that the Fronting in addition to those described in subsection 3.03(a), each Bank shall be severally (deemed to, and not jointly) liable for hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to its Percentage plus the Percentage product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of subsection 2.01, each Issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Participating BankBank by an amount equal to the amount of such participation. (c) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly notify the Company. The LC Administrator Company shall not amend reimburse the Issuing Bank prior to 12_noon (Milwaukee, Wisconsin time), on each date that any amount is paid by the Issuing Bank under any Letter of Credit Issued (each such date, an Honor Date ), in an amount equal to the amount so paid by the Issuers Issuing Bank. In the event the Company fails to change reimburse the “Commitment Shares” Issuing Bank for the full amount of any drawing under any Letter of Credit by 12_noon (Milwaukee, Wisconsin time) on the Honor Date, the Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Bank thereof, and the Company shall be deemed to have requested that Base Rate Loans be made by the Banks to be disbursed on the Honor Date under such Letter of Credit, subject to the amount of the unutilized portion of the Commitments and subject to the conditions set forth in Section 5.02. Any notice given by the Issuing Bank or add or delete an Issuer liable thereunder unless such amendment is done in connection with an assignment the Agent pursuant to Section 10.8 this subsection 3.03(c) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (d) Each Bank shall upon any notice pursuant to subsection 3.03(c) make available to the Agent for the account of the relevant Issuing Bank an amount in Dollars and in immediately available funds equal to its Pro Rata Share of the amount of the drawing, whereupon the participating Banks shall (subject to subsection 3.03(e)) each be deemed to have made a Loan consisting of a Base Rate Loan to the Company in that amount. If any Bank so notified fails to make available to the Agent for the account of the Issuing Bank the amount of such Bank's Pro Rata Share of the amount of the drawing by no later than 2:00 p.m. (Milwaukee, Wisconsin time) on the Honor Date, then interest shall accrue on such Bank's obligation to make such payment, from the Honor Date to the date such Bank makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. The Agent will promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in connection sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligations under this Section 3.03. (e) With respect to any unreimbursed drawing that is not converted into Revolving Loans consisting of Base Rate Loans to the Company in whole or in part, because of the Company's failure to satisfy the conditions set forth in Section 5.02 or for any other reason, the Company shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the addition of an Issuer or a Participating Base Rate plus the Applicable Margin for Base Rate Loans then in effect plus 2.00% , and each Bank's payment to the Issuing Bank pursuant to subsection 3.03(d) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligation under this Section 2.18.3.03. (f) Each Bank's obligation in accordance with this Agreement to make the Loans or L/C Advances, as contemplated by this Section 3.03, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that each Bank's obligation to make Loans under this Section 3.03 (but not each Bank s obligation to purchase a participation in an L/C Borrowing under subsection 3.03(e)) is subject to the conditions set forth in Section 5.02. 3.04

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be 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 an Issuing Bank (with a copy sent by the LC Administrator at least 5 Business Days (or such shorter time as Borrower to the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in their sole discretion) prior to by no later than 12:00 p.m. noon (New York City time) on the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of any such requestIssuance. 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC Administratorsuch 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, Swap-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; (ivv) the name and address of the Beneficiary beneficiary thereof; (vvi) the documents to be presented by the Beneficiary 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 beneficiary in case of any drawing thereunder; (vii) whether such Letter of Credit is to be issued by the Fronting 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); and (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B Letter of Credit; and (ix) such other matters as the LC Administrator such Issuing Bank may require. The LC Administrator is hereby authorized to execute and deliver each Letter Upon receipt of Credit to be Issued by such request, the Issuers on behalf Administrative Agent will promptly notify the Banks of the Issuers providedreceipt 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, that at a Bank has provided the request 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 executed by each Issued, unless one or more of the Issuers. In Banks have elected to become Approving Banks thereby triggering 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 Conversion to its Percentage plus the Percentage of each Participating Bank. The LC Administrator shall not amend any Letter 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 2.18Reduced Funding Banks Date.

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 LC Administrator applicable Issuing Lender (with a copy sent by the Company to the Administrative Agent) at least 5 one Business Days Day (or such shorter time as the Administrative Agent, the LC Administrator applicable Issuing Lender and the Issuer Administrative Agent may agree in a particular instance in 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 (by messenger or overnight courier) in an original writing, in the form of an LC L/C Application, and shall specify in form and detail satisfactory to the LC Administratorapplicable Issuing Lender: (i) the face amount of the Letter of Credit; (ii) the expiry date of the Letter of Credit; (iii) the name and address of the beneficiary thereof, (iv) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (v) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vi) such other matters as such Issuing Lender may require. Promptly upon receipt of any L/C Application or L/C Amendment Application, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application or L/C Amendment Application from the Company and, if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Lender has received on or before the Business Day immediately preceding the date such Issuing Lender is to issue a requested Letter of Credit, (A) notice from the Administrative Agent directing such Issuing Lender not to issue such Letter of Credit because such issuance is not then permitted under subsection 3.1(a) as a result of the limitations set forth in clauses (1) through (3) thereof or (B) a notice described in subsection 3.1(b)(ii), then, subject to the terms and conditions hereof, such Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Company in accordance with such Issuing Lender's usual and customary business practices. From time to time while a Letter of Credit is outstanding and prior to the Termination Date, the applicable Issuing Lender will, upon the written request of the Company received by such Issuing Lender (with a copy sent by the Company to the Administrative Agent) at least one Business Day (or such shorter time as the applicable Issuing Lender and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of issuance 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 (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 such Issuing Lender: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of such Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date nature 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 such Letter of Credit is to be issued by the Fronting 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 Creditproposed amendment; and (ixiv) such other matters as the LC Administrator such Issuing Lender may require. The LC Administrator is hereby authorized No Issuing Lender shall have any obligation to execute and deliver each Letter of Credit to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by 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 Letter of Credit Issued if: (A) such Issuing 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 such Letter of Credit does not accept the proposed amendment to such Letter of Credit. The Administrative Agent will promptly notify the Lenders of any Issuance or amendment of a Letter of Credit. The Issuing Lenders and the Lenders agree that, while a Letter of Credit is outstanding and prior to the Termination Date, at the option of the Company and upon the written request of the Company received by the Issuers applicable Issuing Lender (with a copy sent by the Company to change the “Commitment Shares” Administrative Agent) at least one Business Day (or add or delete such shorter time as the applicable Issuing Lender and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of notification of renewal, the applicable Issuing 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 Issuer liable thereunder unless such amendment is done original writing, in connection with an assignment pursuant to Section 10.8 or in connection with the addition form of an Issuer or a Participating Bank pursuant to Section 2.18.L/C Amendment Application, and shall specify in form and detail satisfactory

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be Issued upon the irrevocable written request of the Borrower pursuant to a Notice of Borrowing (Letters of Credit) substantially in the applicable form attached hereto as Exhibit B-1 (together with such other certificates, documents and other papers and information as the applicable Issuing Bank may request) received by the LC Administrator at least 5 Business Days (or such shorter time as applicable Issuing Bank and the Administrative Agent, Agent by no later than 3:00 p.m. (New York City time) on the LC Administrator and the Issuer may agree in a particular instance in their sole discretion) prior to Business Day preceding the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of any such requestIssuance. Each such request for issuance Notice of a Letter Borrowing (Letters of Credit Credit) shall be delivered by facsimile, confirmed immediately in an original writing, in the facsimile or other form of an LC notice which such Issuing Bank may agree in writing to accept from time to time, and, if required by the Issuing Bank, shall be accompanied by its form of L/C Application, and shall specify in form and detail satisfactory to the LC Administratorapplicable Issuing Bank and Administrative Agent: (i) the proposed date of issuance Issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount 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 or demand for payment thereunder; (vi) the full text of any certificate to be presented by the Beneficiary beneficiary in case of any drawing thereunder; (vii) whether such the Letter of Credit is to be issued by the Fronting Bank a Standby L/C 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)Documentary L/C; (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B the delivery instructions for the Letter of Credit; (ix) the purpose of the Letter of Credit and (ixx) such other matters as the LC Administrator applicable Issuing Bank may require. The LC Administrator is hereby authorized to execute applicable Issuing Bank shall promptly notify the Administrative Agent and deliver each other Lender by telecopier or electronic mail upon receipt of such Notice of Borrowing (Letter of Credit to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by 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 Letter 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 2.18Credit).

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall which is Issued hereunder shall, subject to the limitations set forth in Section 3.01(b) above, be 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 LC Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC Administrator an Issuing Bank and the Issuer may agree in a particular instance in their sole discretionAgent by no later than 12 noon (New York City time) prior to on the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of Issuance or at such later time as agreed to by such Issuing Bank; provided that with respect to any such requestrequest received after 12 noon (New York City time) such Issuing Bank agrees to use commercially reasonable best efforts to Issue the Letter of Credit on the same day the notice is received. 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 LC L/C Application, and shall specify in form 3rd A&R Credit Agreement [Enserco] 011038.0122\517034.09 and detail satisfactory to the LC Administratorsuch Issuing Bank 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 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 the Letter of Credit is to be issued by the Fronting Bank a Standby 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 Commercial Letter of Credit; and (ixviii) such other matters as the LC Administrator such Issuing Bank may require. The LC Administrator is hereby authorized to execute and deliver each Upon receipt of such request for Issuance of a Letter of Credit to be Issued Credit, the Agent shall promptly notify the Issuing Banks by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by each of the Issuers. In the event delivery of a conflict between notification in the form of Exhibit P attached hereto whether or not such Issuance is in compliance with 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 Letter 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 2.183.01.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit which is Issued hereunder shall be 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 an Issuing Bank (with a copy sent by the LC Administrator at least 5 Business Days (or such shorter time as Borrower to the Administrative Agent, the LC Administrator and the Issuer may agree in a particular instance in their sole discretion) prior to by no later than 12:00 p.m. noon (New York City time) on the proposed date of issuance. The LC Administrator shall promptly advise the Administrative Agent of any such requestIssuance. 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC Administratorsuch 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 beneficiary thereof; (vvi) the documents to be presented by the Beneficiary 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 beneficiary in case of any drawing thereunder; (vii) whether such Letter of Credit is to be issued by the Fronting 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); and (viii) whether such Letter of Credit is to be a Tranche A Letter of Credit or a Tranche B Letter of Credit; and (ix) such other matters as the LC Administrator such Issuing Bank may require. The LC Administrator is hereby authorized to execute and deliver each Letter Upon receipt of Credit to be Issued by such request, the Issuers on behalf Administrative Agent will promptly notify the Banks of the Issuers provided, that at the request receipt by it of the Borrower, such Letter of Credit will be executed by each of the Issuers. In the event of a conflict between the provisions of this Agreement and the provisions of an LC any L/C 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 Letter 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.

Issuance, Amendment and Renewal of Letters of Credit. (a) Each Letter of Credit shall be Issued by the Issuing Lenders upon the irrevocable written request of a Borrower (which shall be the Applicant or Co Applicant with respect to such Letter of Credit) Borrower received by the LC L/C Administrator at least 5 Business Days (or such shorter time as the Administrative Agent, the LC L/C Administrator and the Issuer Issuing Lenders may agree in a particular 364-Day Credit Agreement 33 39 instance in their sole discretion) prior to the proposed date of issuance. The LC L/C Administrator shall promptly advise the Administrative Agent of any such requestrequest and the Administrative Agent shall promptly advise each Lender thereof. 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 LC L/C Application, and shall specify in form and detail satisfactory to the LC L/C Administrator: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the Applicant and if the Applicant is not a Borrower, that the requesting Borrower shall be the Co Applicant; (iii) the face amount of the Letter of Credit; (iiiiv) the expiry date of the Letter of Credit; (ivv) what Lenders, if any, shall be Participating Lenders; (vi) the name and address of the Beneficiary thereof; (vvii) the documents to be presented by the Beneficiary of the Letter of Credit in case of any drawing thereunder; (viviii) the full text of any certificate to be presented by the Beneficiary in case of any drawing thereunder; (vii) whether such Letter of Credit is to be issued by the Fronting 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 (ix) such other matters as the LC L/C Administrator may reasonably require. The LC L/C Administrator is hereby authorized to execute and deliver each Letter of Credit to be Issued by the Issuers on behalf of the Issuers provided, that at the request of the Borrower, such Letter of Credit will be executed by each of the IssuersIssuing Lenders. In the event of a conflict between the provisions of this Agreement and the provisions of an LC L/C 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 Letter 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.