Common use of Issuance of Letters of Credit; Participations Clause in Contracts

Issuance of Letters of Credit; Participations. (a) The Seller may request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., New York City time (or such later date and time as the LC Bank may agree in its sole discretion), to issue a Letter of Credit by completing and delivering to the Administrator (i) the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank, and (ii) such other certificates, documents and other papers and information as the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit will, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(d) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a), each LC Participant will be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., noon (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit A-2 attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Each Seller may request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., 12:00 noon (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator LC Bank (i) with a copy to the Agent), the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit IX attached hereto and a Purchase Notice, substantially in the form of Annex B Exhibit II hereto, in each case completed to the satisfaction of the Administrator and the LC Bank; and, and (ii) such other certificates, documents and other papers and information as the LC Bank may reasonably request. The Each Seller will also have has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, amendment or extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Liquidity Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Liquidity Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) 1.1(c), Article VI or Exhibit IISchedule B) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Administrative Seller or the related Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the related Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator LC Bank shall promptly notify the LC Bank Agent and each LC Participant Participant, at such Person’s address for notices hereunder, of the request by the a Seller for a Letter of Credit hereunder, and shall provide the Agent and the LC Participants with the Letter of Credit Application and Purchase Notice delivered by such Seller pursuant to paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 12:00 noon (New York time) on such day, on the next Business Day. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata LC Share, in such Letter of Credit, each drawing made thereunder and the obligations of the related Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata LC Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (d) to reflect the new Pro Rata LC Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the related Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a1.9(b), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b1.9(c). (e) With respect to each Letter of Credit, the applicable Sellers shall pay to the LC Bank all fronting fees or similar fees as and when due and owing with respect to such Letter of Credit in accordance with the Fee Letter (the “Fronting Fees”). The applicable Sellers shall pay to the LC Bank, in addition to all other amounts due hereunder, all customary expenses incurred by the LC Bank in connection with each Letter of Credit issued by it or the maintenance thereof and its customary drawing, amendment, renewal, extension, processing, transfer and other applicable customary fees (collectively, “Other LC Fees”).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two one (1) Business Days’ Day’s prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank reasonably determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC ParticipantLender, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC ParticipantLender, and each LC Participant Lender shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC ParticipantLender’s Pro Rata LC Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata LC Shares of the LC Participants Lenders pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata LC Shares of the assignor and assignee LC Participant Lender or of all LC Participants Lenders with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will Lender shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Group Agent and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Each Seller may request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., New York City time 11:00 am (or such later date and time as the LC Bank may agree in its sole discretionChicago time), to issue a Letter of Credit by completing and delivering to the Administrator LC Bank (i) with a copy to the Agent), the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit IX attached hereto and a Purchase Notice, substantially in the form of Annex B Exhibit II hereto, in each case completed to the satisfaction of the Administrator and the LC Bank; and, and (ii) such other certificates, documents and other papers and information as the LC Bank may reasonably request. The Each Seller will also have has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, amendment or extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Facility Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) 1.1(c), Article VI or Exhibit IISchedule B) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Administrative Seller or the related Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the related Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator LC Bank shall promptly notify the LC Bank Agent and each LC Participant Participant, at such Person’s address for notices hereunder, of the request by the a Seller for a Letter of Credit hereunder, and shall provide the Agent and the LC Participants with the Letter of Credit Application and Purchase Notice delivered by such Seller pursuant to paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 am (Chicago time) on such day, on the next Business Day. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata LC Share, in such Letter of Credit, each drawing made thereunder and the obligations of the related Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata LC Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (d) to reflect the new Pro Rata LC Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the related Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a1.9(b), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b1.9(c). (e) With respect to each Letter of Credit, the applicable Sellers shall pay to the LC Bank all fronting fees or similar fees as and when due and owing with respect to such Letter of Credit in accordance with the Fee Letter (the “Fronting Fees”). The applicable Sellers shall pay to the LC Bank, in addition to all other amounts due hereunder, all customary expenses incurred by the LC Bank in connection with each Letter of Credit issued by it or the maintenance thereof and its customary drawing, amendment, renewal, extension, processing, transfer and other applicable customary fees (collectively, “Other LC Fees”).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., noon (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve sixty (1260) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve sixty (1260) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The In accordance with Section 1.2, the Seller may from time to time request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., New York City time (or such later date and time as the that an LC Bank may agree in its sole discretion), to issue a Letter of Credit by completing and delivering to the Administrator Agent and such LC Bank a Purchase Notice together with (i) the LC Bank’s form of a Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Agent and the such LC Bank, and (ii) such other certificates, documents and other papers and information as the Agent and such LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit will, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “LC Expiry Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written notice to the Seller and the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Facility Termination Date or (y) the applicable LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IIVI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the such LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC ParticipantFinancial Institution, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the LC Expiry Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the such LC Bank, as determined by the such LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the an LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the such LC Bank shall be deemed to have sold and transferred to each LC ParticipantFinancial Institution, and each LC Participant Financial Institution shall be deemed irrevocably and unconditionally to have purchased and received from the such LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC ParticipantFinancial Institution’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants Financial Institutions pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(d1.6(c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant Financial Institutions or of all LC Participants Financial Institutions with Commitments, as the case may be. In the event that the an LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the such LC Bank pursuant to Section 1.14(a1.8(a) or 1.8(b), each Financial Institution that has not made an LC Participant Reimbursement Purchase in accordance with Section 1.8(b) will be obligated to make LC Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b1.8(c).

Issuance of Letters of Credit; Participations. (a) The Each Seller may request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., 12:00 noon (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator LC Bank (i) with a copy to the Agent), the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit IX attached hereto and a Purchase Notice, substantially in the form of Annex B Exhibit II hereto, in each case completed to the satisfaction of the Administrator and the LC Bank; and, and (ii) such other certificates, documents and other papers and information as the LC Bank may reasonably request. The Each Seller will also have has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, amendment or extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Liquidity Termination DateDate unless such Letter of Credit will be 105% cash collateralized as of the Liquidity Termination Date (for the avoidance of doubt, giving effect to any extensions thereof provided hereunder). The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Liquidity Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) 1.1(c), Article VI or Exhibit IISchedule B) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Administrative Seller or the related Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the related Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank; provided that each Letter of Credit issued by LC Bank shall be governed and construed in accordance with the laws of the State of New York and the terms of the issuance thereof are further subject to the policies of LC Bank then in effect. (c) The Administrator LC Bank shall promptly notify the LC Bank Agent and each LC Participant Participant, at such Person’s address for notices hereunder, of the request by the a Seller for a Letter of Credit hereunder, and shall provide the Agent and the LC Participants with the Letter of Credit Application and Purchase Notice delivered by such Seller pursuant to paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 12:00 noon (New York time) on such day, on the next Business Day. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata LC Share, in such Letter of Credit, each drawing made thereunder and the obligations of the related Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata LC Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (d) to reflect the new Pro Rata LC Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the related Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a1.9(b), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b1.9(c). (e) With respect to each Letter of Credit, the applicable Sellers shall pay to the LC Bank all fronting fees or similar fees as and when due and owing with respect to such Letter of Credit in accordance with the Fee Letter (the “Fronting Fees”). The applicable Sellers shall pay to the LC Bank, in addition to all other amounts due hereunder, all customary expenses incurred by the LC Bank in connection with each Letter of Credit issued by it or the maintenance thereof and its customary drawing, amendment, renewal, extension, processing, transfer and other applicable customary fees (collectively, “Other LC Fees”).

Issuance of Letters of Credit; Participations. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 11:00 a.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex Exhibit E hereto, attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have not cause the right aggregate Unpaid Balance of all Sold Receivables (after giving effect to give instructions and make agreements the addition of Pool Receivables to the Sold Receivables in connection with respect to any such Letter of Credit Application and issuance) to exceed the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of CreditAggregate Capital. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC ParticipantPurchaser, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC ParticipantPurchaser, and each LC Participant Purchaser shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC ParticipantPurchaser’s Pro Rata LC Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata LC Shares of the LC Participants Purchasers pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata LC Shares of the assignor and assignee LC Participant Purchaser or of all LC Participants Purchasers with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will Purchaser shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the reasonable satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC BankIssuer, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Agent, each Lender and the LC BankIssuer, the LC Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit I attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the reasonable satisfaction of the Administrator Agent and the LC Bank, Issuer; and (ii) such other certificates, documents and other papers and information as the Agent or the LC Bank Issuer may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Termination Facility Maturity Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank Issuer delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Termination Facility Maturity Date or (y) the LC Bank Issuer determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IIArticle III) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC BankIssuer, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank Issuer or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankIssuer, as determined by the LC BankIssuer. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank Issuer of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank Issuer shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC BankIssuer, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Sharepro rata share thereof, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares the relative pro rata shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares pro rata shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank Issuer makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank Issuer pursuant to Section 1.14(a)this Agreement, each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b)this Agreement.

Issuance of Letters of Credit; Participations. (a) The Seller may request the an LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) the Administrative Agent, each Group Agent and such LC Bank, such LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the applicable form of Annex E hereto, set out on Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the such LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or such LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the applicable LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the applicable LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the applicable LC Bank, as determined by the applicable LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the such LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the such LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the such LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the any LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the such LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller may request the an LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) the Administrative Agent, each Group Agent and such LC Bank, such LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the applicable form of Annex E hereto, set out on Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the such LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or such LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit's date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the applicable LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the applicable LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the applicable LC Bank, as determined by the applicable LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the such LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the such LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the such LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the any LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the such LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Each Seller may request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., New York City time 11:00 am (or such later date and time as the LC Bank may agree in its sole discretionChicago time), to issue a Letter of Credit by completing and delivering to the Administrator LC Bank (i) with a copy to the Agent), the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit IX attached hereto and a Purchase Notice, substantially in the form of Annex B Exhibit II hereto, in each case completed to the satisfaction of the Administrator and the LC Bank; and, and (ii) such other certificates, documents and other papers and information as the LC Bank may reasonably request. The Each Seller will also have has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, amendment or extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Facility Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) 2.1(c), Article VI or Exhibit IISchedule B) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Administrative Seller or the related Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the related Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator LC Bank shall promptly notify the LC Bank Agent and each LC Participant Participant, at such Person’s address for notices hereunder, of the request by the a Seller for a Letter of Credit hereunder, and shall provide the Agent and the LC Participants with the Letter of Credit Application and Purchase Notice delivered by such Seller pursuant to paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 am (Chicago time) on such day, on the next Business Day. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata LC Share, in such Letter of Credit, each drawing made thereunder and the obligations of the related Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata LC Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (d) to reflect the new Pro Rata LC Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the related Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a2.9(b), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b2.9(c). (e) With respect to each Letter of Credit, the applicable Sellers shall pay to the LC Bank all fronting fees or similar fees as and when due and owing with respect to such Letter of Credit in accordance with the Fee Letter (the “Fronting Fees”). The applicable Sellers shall pay to the LC Bank, in addition to all other amounts due hereunder, all customary expenses incurred by the LC Bank in connection with each Letter of Credit issued by it or the maintenance thereof and its customary drawing, amendment, renewal, extension, processing, transfer and other applicable customary fees (collectively, “Other LC Fees”).

Issuance of Letters of Credit; Participations. (a) The In accordance with Section 1.2, the Seller may from time to time request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., New York City time (or such later date and time as the that an LC Bank may agree in its sole discretion), to issue a Letter of Credit by completing and delivering to the Administrator Agent and such LC Bank a Purchase Notice together with (i) the LC Bank’s form of a Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Agent and the such LC Bank, and (ii) such other certificates, documents and other papers and information as the Agent and such LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit will, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “LC Expiry Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written notice to the Seller and the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Facility Termination Date or (y) the applicable LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IIVI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the such LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC ParticipantFinancial Institution, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(d) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a), each LC Participant will be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b).clause

Issuance of Letters of Credit; Participations. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 11:00 a.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit (or amend or extend an existing Letter of Credit) by completing and delivering or transmitting electronically to the Administrator (i) Administrative Agent, each Purchaser and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit C attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have Letters of Credit may only be requested to be denominated in U.S. Dollars and the right LC Bank is only obligated to give instructions and make agreements with respect to issue Letters of Credit denominated in U.S. Dollars. For the avoidance of doubt, no Letter of Credit may be requested in, nor shall any Letter of Credit Application and the disposition of documentsbe denominated in, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Creditan Alternative Currency. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event be later than twelve (12) months after the Termination Seller Obligation Final Due Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Termination Seller Obligation Final Due Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC ParticipantPurchaser, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Upon the issuance, extension or renewal of any Letter of Credit with an expiry date later than the Seller Obligations Final Due Date, the Seller shall deposit an amount equal to 5.00% of the face amount of such Letter of Credit in the LC Collateral Account. Each Letter of Credit issued under this Agreement shall be subject either subject, as applicable, to the rules of the Uniform Customs and Practice for Documentary Credits (2007 Revision)Credits, as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments (the “ICC”) at the time of issuance or revisions thereof adhered to by the LC Bank or rules of the International Standby Practices (ISP98-International Chamber of Commerce ICC Publication Number 590), as determined by the LC Bank, and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC ParticipantPurchaser, and each LC Participant Purchaser shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC ParticipantPurchaser’s Pro Rata ShareCommitment Percentage, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares Commitment Percentages of the LC Participants Purchasers pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares Commitment Percentages of the assignor and assignee LC Participant Purchaser or of all LC Participants Purchasers with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will Purchaser shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex Exhibit E hereto, attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will Borrower also have has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank Administrative Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than the date that is twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, including those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC ParticipantLender, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC ParticipantLender, and each LC Participant Lender shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC ParticipantLender’s Pro Rata LC Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata LC Shares of the LC Participants Lenders pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata LC Shares of the assignor and assignee LC Participant Lender or of all LC Participants Lenders with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will Lender shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller may request the an LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) the Administrative Agent, each Group Agent and such LC Bank, such LC Bank’s 748740795 18564151 form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the applicable form of Annex E hereto, set out on Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the such LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or such LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the applicable LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the applicable LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the applicable LC Bank, as determined by the applicable LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the such LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the such LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the such LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the any LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed 748740795 18564151 such amount in full to the such LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller In accordance with Section 1.2, the Additional Seller, for itself and/or on behalf of the Original Seller, may from time to time request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 p.m., New York City time (or such later date and time as the that an LC Bank may agree in its sole discretion), to issue a Letter of Credit by completing and delivering to the Administrator Agent and such LC Bank a Purchase Notice together with (i) the LC Bank’s form of a Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Agent and the such LC Bank, and (ii) such other certificates, documents and other papers and information as the Agent and such LC Bank may reasonably request. The Seller Additional Seller, for itself and/or on behalf of the Original Seller, will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit will, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “LC Expiry Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written notice to the Sellers and the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Facility Termination Date or (y) the applicable LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IIVI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is not satisfied (other than any such condition requiring the Seller Sellers to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the such LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC ParticipantFinancial Institution, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Sellers and the beneficiary of such Letter of Credit in writing prior to the LC Expiry Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the such LC Bank, as determined by the such LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the an LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the such LC Bank shall be deemed to have sold and transferred to each LC ParticipantFinancial Institution, and each LC Participant Financial Institution shall be deemed irrevocably and unconditionally to have purchased and received from the such LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC ParticipantFinancial Institution’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Sellers hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants Financial Institutions pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(d1.6 (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant Financial Institutions or of all LC Participants Financial Institutions with Commitments, as the case may be. In the event that the an LC Bank makes any payment under any Letter of Credit and the Seller Sellers shall not have reimbursed such amount in full to the such LC Bank pursuant to Section 1.14(a1.8(a) or 1.8(b), each Financial Institution that has not made an LC Participant Reimbursement Purchase in accordance with Section 1.8(b) will be obligated to make LC Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b1.8(c).

Issuance of Letters of Credit; Participations. (a) The Seller may request the LC Bank, upon two Business Days’ prior written notice submitted on or before 2:00 1:00 p.m., New York City time (or such later date and time as the LC Bank may agree in its sole discretion)time, to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, attached hereto and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank; and, and (ii) such other certificates, documents and other papers and information as the Administrator or the LC Bank may reasonably request. The Seller will also have has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator or the LC Bank upon any amendment, extension or renewal of any Letter of Credit.. 701648899 12403015 (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Facility Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant Participant, at such Person’s address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application and Purchase Notice delivered to the Administrator by the Seller pursuant to paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 1:00 p.m., New York time, on such day, on the next Business Day. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (d) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a1.14(b), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b1.14(c).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., noon (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twelvesixty (121260) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve twelvesixty (121260) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit D attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank, ; and (ii) such other certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months ​ ​ ​ after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IISections 3.01 and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank pursuant to Section 1.14(a3.04(a), each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b3.04(b).

Issuance of Letters of Credit; Participations. (a) The Seller Borrower may request the LC BankIssuer, upon two (2) Business Days’ prior written notice submitted on or before 2:00 p.m., 1:00 p.m. (New York City time (or such later date and time as the LC Bank may agree in its sole discretiontime), to issue a Letter of Credit by completing and delivering to the Administrator (i) Agent, each Lender and the LC BankIssuer, the LC Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex E hereto, Exhibit K attached hereto and a Purchase Notice, substantially in the form of Annex B heretoan LC Request, in each case completed to the reasonable satisfaction of the Administrator Agent and the LC Bank, Issuer; and (ii) such other certificates, documents and other papers and information as the Agent or the LC Bank Issuer may reasonably request. The Seller will also have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit willshall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after the such Letter of Credit’s date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Termination Facility Maturity Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank Issuer delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Termination Facility Maturity Date or (y) the LC Bank Issuer determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit IIArticle III) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is are not satisfied (other than any such condition requiring the Seller Borrower to submit a Purchase Notice an LC Request or Letter of Credit Application in respect thereof), then the LC BankIssuer, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank Issuer or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankIssuer, as determined by the LC BankIssuer. (c) The Administrator shall promptly notify the LC Bank and each LC Participant of the request by the Seller for a Letter of Credit hereunder. (d) Immediately upon the issuance by the LC Bank Issuer of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC Bank Issuer shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC BankIssuer, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Sharepro rata share thereof, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares the relative pro rata shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(dclause (c) to reflect the new Pro Rata Shares pro rata shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank Issuer makes any payment under any Letter of Credit and the Seller Borrower shall not have reimbursed such amount in full to the LC Bank Issuer pursuant to Section 1.14(a)this Agreement, each LC Participant will shall be obligated to make Participation Advances with respect to such Letter of Credit in accordance with Section 1.14(b)this Agreement.