Common use of Issuance of Letters of Credit Clause in Contracts

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentSubject to the terms hereof, on behalf of any Borrower, the Administrative Borrower may request the L/C Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuerthe Administrative Agent, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (New York time), at least five (5) Business Days Days’ prior to the proposed date of issuance, such the L/C Issuer’s form of Letter letter of Credit Application credit application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent the L/C Issuer, and Issuer; and, such other certificates, documents and other papers and information as Agent or the L/C Issuer may reasonably request. The Administrative Borrower, also has the right to give instructions and make agreements with the L/C Issuer shall not issue with respect to any requested application, any applicable letter of credit and related security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, and the disposition of applicable documents, and to agree with the L/C Issuer upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) except as provided in Section 3.02(d) below, have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance (subject to automatic renewals) and in no event later than the last day of date that is 15 days prior to the TermFinal Maturity Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the (1993 Revision), International Chamber of Commerce at Publication No. 600, and any amendments or revision thereof adhered to by the time a Letter of Credit is issued Issuer (the “UCPUCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the L/C Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderUCP 600. (c) The Administrative Agent shall use its reasonable efforts to notify the Lenders of the request by Borrowing Agent the Administrative Borrower for a Letter of Credit hereunder. (d) Notwithstanding anything to the contrary set forth in Section 3.02(b) or any other provision of this Agreement, Administrative Borrower may request and L/C Issuer may issue Letters of Credit (and/or renewals or extensions of existing Letters of Credit) under this Agreement with an expiry date that extends months beyond) the Final Maturity Date then in effect when such Letter of Credit (or the extension or renewal thereof) is requested (any such Letter of Credit so issued, renewed or extended, a “Post-Term Letter of Credit”), subject to all other existing terms and conditions of and provisions in this Agreement regarding Letters of Credit, including any terms, conditions and provisions regarding the requesting and issuance thereof, but provided that, under no circumstances may any such Post-Term Letter of Credit as so issued, renewed or extended have an expiry date later than the twelve-month anniversary of the Final Maturity Date as in effect when such Post-Term Letter of Credit is so issued, renewed or extended. Nothing contained in this Section 3.02(d) shall be construed under any circumstances as an agreement by Lenders to extend the Final Maturity Date or require or obligate in any way Agent, Lenders and/or Issuer to make any Loans or to issue any new Letters of Credit (or extend or renew any existing Letters of Credit) on or after the Final Maturity Date. (e) All of the obligations, liabilities and indebtedness of any kind or nature of Borrowers with respect to any and all such Post-Term Letters of Credit (including all Reimbursement Obligations and obligations to pay Letter of Credit Fees and obligations to pay interest in respect of any disbursement made by L/C Issuer in connection with a drawing under a Post-Term Letter of Credit that is not immediately reimbursed by Borrowers (including any such interest accruing thereon after the Final Maturity Date, or after the commencement of any Insolvency Proceeding relating to any Loan Party, whether or not a claim for post-filing or post-petition interest and/or Letter of Credit Fees is allowed in such proceeding)) (any such obligations, liabilities and indebtedness, the “Post-Term Letter of Credit Obligations”) shall remain Obligations secured by the Collateral pursuant to the Liens created under the Loan Documents both prior to and after the Final Maturity Date, and Agents and Lenders shall have no obligations to release any Liens on the Collateral notwithstanding the overall termination of this Agreement and of the commitments of the Lenders hereunder, until such time as the last such Post-Term Letter of Credit shall have expired or terminated or shall been fully drawn and all Post-Term Letter of Credit Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefore has been made, or is reasonably expected to be made) have been paid in full in cash, provided that, notwithstanding the foregoing, on the Final Maturity Date, Borrowers may Cash Collateralize each such Post-Term Letter of Credit, and in such event, if all other Obligations have been Paid in Full, Collateral Agent may release the Liens and security interests on all other Collateral in accordance with the Loan Documents. Administrative Agent will deposit such Cash Collateral in a non-interest bearing deposit account maintained at Administrative Agent. Borrowers agree that upon the coming due of any such Post-Term Letter of Credit Obligations, Agent may use such Post-Term Cash Collateral to pay and satisfy such Post-Term Letter of Credit Obligations. (f) Notwithstanding anything to the contrary contained in this Agreement and/or the overall termination of this Agreement on the Final Maturity Date (subject to the survival of the provisions thereof that survive the termination of this Agreement by the terms thereof), all of the applicable provisions of Article III and Section 2.06(c) of this Agreement, any Letter of Credit application for any Post-Term Letter of Credit and any other documents executed by and/or between Borrowers and/or L/C Issuer with respect to any Post-Term Letter of Credit (other than any provisions providing for any obligations of any Lenders or any provisions giving Borrowers the right or ability to request that additional Letters of Credit be issued or that existing Letters of Credit be renewed or extended) shall survive the termination of this Agreement on the last day of the Term for the benefit of Agent and Lenders (but not for the benefit of Borrowers), and Borrowers shall remain bound thereby, including without limitation (i) the obligations under Section 2.6(c) of this Agreement for Borrowers to pay Letter of Credit Fees to L/C Issuer with respect to any Post-Term Letter of Credit for so long as each Post-Term Letter of Credit shall remain outstanding and (ii) the obligations under this Article III for Borrowers to pay interest on any disbursements or payments made by L/C Issuer relating to any Post-Term Letter of Credit until reimbursed.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Agent, Issuer and Borrowing Agent agree for the Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) of this Agreement. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentSubject to the terms hereof, on behalf of any Borrower, the Borrower may request Issuer the Administrative Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuerthe Administrative Agent, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (New York time), at least five (5) Business Days Days' prior to the proposed date of issuance, such Issuer’s the Administrative Agent's form of Letter letter of Credit Application credit application (the “"Letter of Credit Application”") completed to the reasonable satisfaction of Agent and Issuerthe Administrative Agent; and, such other certificates, documents and other papers and information as the Administrative Agent or Issuer may reasonably request. Issuer shall not issue The Borrower also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrative Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s 's date of issuance (subject to automatic renewals) and in no event later than the last day of date that is 15 days prior to the TermFinal Maturity Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the (1993 Revision), International Chamber of Commerce at Publication No. 600, and any amendments or revision thereof adhered to by the time a Letter of Credit is issued Issuer (the “UCP”"UCP 600") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) ("ISP98 Rules"), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuerthe Administrative Agent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderUCP 600. (c) The Administrative Agent shall use its reasonable efforts to notify the Lenders of the request by Borrowing Agent the Borrower for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. Eastern Standard Time, at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein payment and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter letter of Credit Application credit application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent and Issuer; such Issuer and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than Maturity Date; provided that any Letter of Credit may provide that it will be automatically extended to a date not later than the last day Maturity Date so long as the applicable Issuer has the right to give a notice of extension within an agreed upon period prior to the Termthen expiry date of such Letter of Credit. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter letter of Credit Application credit application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent and Issuer; such Issuer and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than Maturity Date; provided that any Letter of Credit may provide that it will be automatically extended to a date not later than the last day Maturity Date so long as the applicable Issuer has the right to give a notice of extension within an agreed upon period prior to the Termthen expiry date of such Letter of Credit. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, Borrower may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrower also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, drafts or acceptances of usance drafts 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 one year after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (1993 Revision), International Chamber of Commerce Publication Number 590)No. 500, and any amendments or any subsequent revision thereof at adhered to by the time a standby Letter of Credit is issuedIssuer and, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In additionextent not inconsistent therewith, no trade Letter the laws of Credit may permit the presentation Commonwealth of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderMassachusetts. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Borrower for a Letter of Credit hereunder. (d) Agent shall have absolute discretion whether to accept any draft related to any Letter of Credit. Without in any way limiting Agent’s absolute discretion whether to accept any draft, Borrower will not present for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of Borrower, (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms requested by Agent, (iv) for which Agent is unable to locate a purchaser in the ordinary course of business on customary terms, or (v) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerBorrowers, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (New York time), at least five (5) Business Days Days’ prior (or such lesser notice as Agent may agree) to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 twenty-four (1224) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), or and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Administrative Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Administrative Agent and Issuer; and, such other certificates, documents and other papers and information as Administrative Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Administrative Agent or any Revolving Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) Administrative Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerBorrowers, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (Philadelphia time), at least five (5) Business Days Days’ prior to the proposed date of issuanceissuance or such shorter period as may be agreed to by Agent, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the (1993 Revision), International Chamber of Commerce at Publication No. 500, and any amendments or revision thereof adhered to by the time a Letter of Credit is issued Issuer (the “UCPUCP 500”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderUCP 500. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s 's form of Letter of Credit Application (the “"Letter of Credit Application”") completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term unless prior to the last day of such Term, Borrowers provide Cash Collateralization for such Letter of Credit. Any Letter of Credit may provide for renewal thereof for additional one-year periods. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentUpon the request of the Borrowers, on behalf and subject to the conditions set forth in Article V hereof and such other conditions to the opening of letters of credit as the Agent requires of its customers generally, the Agent shall from time to time open documentary or standby letters of credit for the account of the Borrowers (each, a "Domestic Letter of Credit" and collectively, the "Domestic Letters of Credit") the aggregate undrawn amount of all outstanding Domestic Letters of Credit not at any Borrowertime to exceed $15,000,000 (or a sublimit of $2,000,000 in the case of Domestic Letters of Credit which are standbys) less the then outstanding face amount of letters of credit for the account of the Canadian Borrower for which The Chase Manhattan Bank of Canada is or could be liable under the Lender's Letters of Guarantee (as that term is defined in the Canadian Credit Agreement); provided, however, that the Borrowers may not request Issuer the Agent to issue or cause the issuance of open a Domestic Letter of Credit if after giving effect thereto (measured by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5face amount of such Domestic Letter of Credit) Business Days prior to the proposed date Availability would be less than zero. The issuance of issuance, such Issuer’s form of each Domestic Letter of Credit Application (shall be made on at least three Business Days' prior written notice from the “Borrowers to the Agent, at its Domestic Lending Office, which written notice shall be an application for a Domestic Letter of Credit Application”) on the Agent's customary form completed to the satisfaction of Agent the Agent, together with the proposed form of the Domestic Letter of Credit (which shall be satisfactory to the Agent) and Issuer; and, such other certificates, documents and other papers and information as the Agent or Issuer may reasonably request. Issuer The Agent shall not at any time be obligated to issue any requested Domestic Letter of Credit if such Issuer has received notice from issuance would conflict with, or cause the Agent or any Lender that to exceed any limits imposed by, any applicable requirements of law. The expiration date of any documentary Domestic Letter of Credit shall not be later than 120 days from the date of issuance thereof and any standby Domestic Letter of Credit shall not be later than one year from the date of issuance thereof (or more succeeding anniversaries if renewable for additional terms), and, in any event, no Domestic Letter of Credit shall have an expiration date later than thirty days prior to the Revolving Credit Termination Date. The Domestic Letters of Credit shall be issued with respect of transactions occurring in the ordinary course of business of the applicable conditions set forth in Section 8.2 Borrowers or any of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasontheir subsidiaries. (b) Each Letter On the Closing Date, and subject to the conditions set forth in Article V hereof, the Agent shall open a standby letter of Credit shall, among other things, credit (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such "Canadian Letter of Credit’s date " which together with the Domestic Letters of issuance and in no event later than Credit are herein referred to as the last day "Letters of Credit") for the account of the TermBorrowers and the Canadian Borrower in the face amount of $35,000,000 in favor of The Chase Manhattan Bank of Canada and which may be drawn on by the beneficiary for an amount not to exceed the lesser of (x) $35,000,000 and (y) the outstanding obligations of the Canadian Borrower under the Canadian Credit Agreement at the time of drawing. Each standby The Canadian Letter of Credit shall expire no later than the final maturity date under the Canadian Credit Agreement and be subject either to in the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber form of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderExhibit I annexed hereto. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.. [Innovex] 2nd A&R Credit Agreement 64 (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other [PHI Group] Revolving Credit, Term Loan and Security Agreement papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Agent, Issuer and Borrowing Agent agree for the Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) of this Agreement. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerBorrowers, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (Dallas, Texas time), at least five (5) Business Days Days’ prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the (1993 Revision), International Chamber of Commerce at Publication No. 500, and any amendments or revision thereof adhered to by the time a Letter of Credit is issued Issuer (the “UCPUCP 500”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderUCP 500. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (ai) Borrowing Each Letter of Credit shall be issued upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Agent) in the form of a Letter of Credit application, on behalf appropriately completed and signed by a Responsible Officer of any the Borrower. Such Letter of Credit application must be received by the applicable L/C Issuer and the Agent not later than (i) 4:00 p.m. (Charlotte, North Carolina time) at least one Business Day prior to the proposed issuance date of a letter of credit, (ii) 4:00 p.m. (Charlotte, North Carolina time) at least one Business Day prior to the proposed amendment date for a letter of credit, or (iii) such later date and time as the Agent and such L/C Issuer may agree in a particular instance in their sole discretion. In the case of a request Issuer to issue or cause the for an initial issuance of a Letter of Credit, such Letter of Credit application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by delivering such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to Issuerbe presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, with a copy such Letter of Credit application shall specify in form and detail satisfactory to Agent at the Payment Office, prior applicable L/C Issuer (1) the Letter of Credit to 1:00 p.m., at least five be amended; (52) Business Days prior to the proposed date of issuance, such Issuer’s form amendment thereof (which shall be a Business Day); (3) the nature of Letter of Credit Application the proposed amendment; and (the “Letter of Credit Application”4) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information matters as Agent or such L/C Issuer may reasonably requestrequire. Additionally, the Borrower shall furnish to the applicable L/C Issuer shall not issue any and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any LOC Documents, as such L/C Issuer or the Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit application, the applicable L/C Issuer will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit application from the Borrower and, if not, such L/C Issuer will provide the Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Agent or any Lender the Borrower, at least one Business Day prior to the requested date of issuance of the applicable Letter of Credit, that one or more of the applicable conditions set forth contained in Section 8.2 of this Agreement have 5.2 shall not been satisfied or then be satisfied, then, subject to the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit shall, among other things, (i) provide for the payment account of sight draftsthe Borrower, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the terms thereof issuance of each Letter of Credit, each Lender shall be deemed to, and when accompanied by hereby irrevocably and unconditionally agrees to, purchase from the documents described therein and (ii) have applicable L/C Issuer a risk participation in such Letter of Credit in an expiry date not later than twelve (12) months after amount equal to the product of such Lender’s Commitment Percentage times the amount of such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) U.S. Borrowing Agent or Canadian Borrowing Agent, on behalf of any BorrowerU.S. Borrowers or Canadian Borrowers, respectively. may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (New York time), at least five (5) Business Days Days’ prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue U.S. Borrowing Agent or Canadian Borrowing Agent, on behalf of U.S. Borrowers or Canadian Borrowers, respectively, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 twenty-four (1224) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), or and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify U.S. Lenders or Canadian Lenders, as applicable, of the request by a Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason.. [PHI Group] Revolving Credit, Term Loan and Security Agreement (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Agent, Issuer and Borrowing Agent agree for the Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) of this Agreement. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf Upon the request of any the Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior and subject to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 herein and such other conditions to the opening of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter Letters of Credit shallas the Issuing Lender requires of its customers generally, among other things, the Issuing Lender shall from time to time during the Commitment Period issue letters of credit for the account of the Borrower as follows: (i) provide for standby letters of credit (collectively, the payment “Standby Letters of sight drafts, other written demands for payment, or acceptances Credit”) in a form reasonably satisfactory to the Issuing Lender and in favor of usance drafts when presented for honor thereunder in accordance with such beneficiaries as the terms thereof and when accompanied by Borrower shall specify form time to time (which shall be reasonably satisfactory to the documents described therein and Issuing Lender); and (ii) have an expiry date not later than twelve commercial letters of credit in the form of the Issuing Lender’s standard commercial letters of credit (12) months after such Letter “Commercial Letters of Credit’s date ”) in favor of sellers of goods or services to the Borrower or its Subsidiaries (the Standby Letters of Credit and the Commercial Letters of Credit, collectively, the “Letters of Credit”). The issuance and in no event later than the last day of the Term. Each standby each Letter of Credit shall be subject either made on at least two (2) Business Days prior written notice from the Borrower to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit Issuing Lender which written notice shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent application for a Letter of Credit hereunderon the Issuing Lender’s customary form. The expiration date of any Letter of Credit shall not be later than one (1) year from the date of issuance thereof nor, in any event, later than the Termination Date. The Letters of Credit shall be denominated in Dollars and shall be issued in respect of any transactions occurring in the Borrower’s ordinary course of business.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, Borrower may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s Agent's form of Letter of Credit Application (the “"Letter of Credit Application”") completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrower also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, drafts or acceptances of usance drafts 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 one year after such Letter of Credit’s 's date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (1993 Revision), International Chamber of Commerce Publication Number 590)No. 500, and any amendments or any subsequent revision thereof at adhered to by the time a standby Letter of Credit is issuedIssuer and, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In additionextent not inconsistent therewith, no trade Letter the laws of Credit may permit the presentation Commonwealth of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderMassachusetts. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Borrower for a Letter of Credit hereunder. (d) Agent shall have absolute discretion whether to accept any draft related to any Letter of Credit. Without in any way limiting Agent's absolute discretion whether to accept any draft, Borrower will not present for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of Borrower, (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms requested by Agent, (iv) for which Agent is unable to locate a purchaser in the ordinary course of business on customary terms, or (v) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein payment and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the TermTerm (unless collateralized by cash or a standby letter of credit, in an amount acceptable 074658.18062/111245555v.10 to the Issuer and issued by a financial institution acceptable to Issuer). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade commercial Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. (New York time), at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless Agent, Issuer and Borrowing Agent agree for such Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) hereof. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.. ​

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerBorrowers, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (Dallas, Texas time), at least five (5) Business Days Days’ prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 twenty-four (1224) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the (1993 Revision), International Chamber of Commerce at Publication No. 500, and any amendments or revision thereof adhered to by the time a Letter of Credit is issued Issuer (the “UCPUCP 500”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderUCP 500. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 (a) Borrowing Agent, on behalf of any BorrowerBorrowers, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.12:00 noon (New York time), at least five (5) Business Days Days’ prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 2:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein therein, and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term (provided that, any Issuer may, in its sole discretion, agree from time to time to issue any one and/or more Letters of Credit with a term longer than twelve (12) months but not extending beyond the last day of the Term, and further provided that, any Issuer may, in its sole discretion, agree from time to time to issue any one and/or more Letters of Credit with customary “evergreen” provisions providing that the applicable Letter of Credit will automatically renew at the end of the initial term thereof (and at the end of any subsequent renewal term) for a stated renewal term unless such Issuer shall deliver a notice of non-renewal to the beneficiary thereof by a stated deadline prior to the expiration of any such initial and/or renewal term (but in any such case, no Issuer shall allow any such Letter of Credit to be extended for a renewal term that would expire after the last day of the Term as in effect at the time of any applicable deadline under any such “evergreen” Letter of Credit for such Issue to give such a notice of non-renewal). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill bxxx of lading that includes a condition that the original bill bxxx of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf Upon the request of any the Borrower, and subject to the conditions set forth in Article V hereof and such other conditions to the opening of Letters of Credit as the Agent requires of its customers generally, the Agent shall from time to time open commercial and standby letters of credit and including those letters of credit set forth on Schedule 2.17 hereto (each, a "Letter of Credit"; each reference to "Letters of Credit" contained in this Agreement and the other Loan Documents shall be applicable to each Letter of Credit opened by the Agent and each Letter of Credit set forth on Schedule 2.17 hereto) for the account of the Borrower, the aggregate undrawn amount of all outstanding standby Letters of Credit not at any time to exceed $20,000,000; provided, however, that the Borrower may not request Issuer the Agent to issue or cause the issuance of open a Letter of Credit if after giving effect thereto (measured by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5face amount of such Letter of Credit) Business Days prior to the proposed date Availability would be less than zero. The issuance of issuance, such Issuer’s form of each Letter of Credit Application (shall be made upon prior written notice from the “Borrower to the Agent, within three Business Days thereof, at its Domestic Lending Office, which written notice shall be an application for a Letter of Credit Application”) on the Agent's customary form completed to the satisfaction of Agent the Agent, together with the proposed form of the Letter of Credit (which shall be satisfactory to the Agent) and Issuer; and, such other certificates, documents and other papers and information as the Agent or Issuer may reasonably requestrequest (to the extent any term or provision contained in such application for a Letter of Credit conflicts with any term or provision contained in this Agreement the term or provision contained herein shall prevail). Issuer The Agent shall not at any time be obligated to issue any requested Letter of Credit if such Issuer has received notice from issuance would conflict with, or cause the Agent or any Lender that one or more to exceed any limits imposed by, any applicable requirements of the applicable conditions set forth in Section 8.2 law. The expiration date of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (bi) Each commercial Letter of Credit shall, among other things, (i) provide for shall not be later than 120 days from the payment date of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms issuance thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each any standby Letter of Credit shall not be subject either to later than 365 days from the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber date of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590)issuance thereof, or and, in any subsequent revision thereof at the time a standby Letter of Credit is issuedevent, as determined by Issuer, and each trade no Letter of Credit shall be subject have an expiration date later than 30 days prior to the UCPRevolving Credit Termination Date. In addition, no trade Letter The Letters of Credit may permit shall be issued with respect of transactions occurring in the presentation ordinary course of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders business of the request by Borrowing Agent for a Letter of Credit hereunderBorrower.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Administrative Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Administrative Agent and Issuer; and, such other certificates, documents and other papers and information as Administrative Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Administrative Agent or any Revolving Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) . Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) . Administrative Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, Borrower may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s Agent's form of Letter of Credit Application (the “"Letter of Credit Application”") completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrower also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, drafts or acceptances of usance drafts 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 one (121) months year after such Letter of Credit’s 's date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (1993 Revision), International Chamber of Commerce Publication Number 590)No. 500, and any amendments or any subsequent revision thereof at adhered to by the time a standby Letter of Credit is issuedIssuer and, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In additionextent not inconsistent therewith, no trade Letter the laws of Credit may permit the presentation State of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderNew York. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Borrower for a Letter of Credit hereunder. (d) Agent shall have absolute discretion whether to accept any draft. Without in any way limiting Agent's absolute discretion whether to accept any draft, Borrower will not present for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of Borrower, (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms requested by Agent, (iv) for which Agent is unable to locate a purchaser in the ordinary course of business on standard terms, or (v) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf a. Any Authorized Officer of any Borrower, Borrowers may from time to time request Issuer to issue or cause the issuance of that a Standby Letter of Credit or Commercial Letter of Credit be issued by delivering to Issuer, L/C Issuer (with a copy telecopy to the Agent at the Payment Office, prior to 1:00 p.m.Bank) on a Banking Business Day, at least five (5) Banking Business Days prior to the proposed date of such proposed issuance, such an L/C Agreement in L/C Issuer’s 's then standard form (consistent with the terms of Letter of the Credit Application (the “Letter of Credit Application”) Agreement), completed to the satisfaction of Agent L/C Issuer and Issuer; and, such other certificates, documents and other papers and information certificates as Agent or the L/C Issuer may reasonably request. Issuer ; provided, however, that no Letter of Credit shall not issue be issued (a) if any Default or Event of Default has occurred and remains continuing, or (b) if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit (less Letters of Credit collateralized by Cash in the Cash Collateral Account in an amount equal to the Stated Amount of such Letters of Credit) would exceed Twenty-Five Million Dollars ($25,000,000.00), or (c) the Stated Amount of the requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of exceeds the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Maximum Availability. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied shall be issued by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such L/C Issuer on the Banking Business Day specified in the Borrowers' application therefor. Each request for a Letter of Credit’s date of issuance Credit and in no event later than the last day of the Term. Each standby each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (Credits, International Chamber of Commerce Publication Number 590)New 1994 Revision No. 500, or any subsequent revision thereof at the time a standby successor publication then in effect. In no event shall any Letter of Credit have a Stated Expiry Date later than thirty (30) days prior to the Maturity Date. Promptly after receipt of each request for the issuance of a Letter of Credit and immediately prior to the issuance thereof, L/C Issuer shall obtain telephonic verification from Agent Bank that the amount of such request does not exceed the then Available Borrowings. The L/C Issuer shall promptly notify the Agent Bank of the aggregate L/C Exposure of outstanding Letters of Credit each time there is issueda change therein. b. Upon presentation of a draft drawn under any Letter of Credit, L/C Issuer shall promptly notify the Agent Bank and Borrowers of the amount under such draft and the date upon which such draft is to be funded. On or before two (2) Banking Business Days following such notice (unless Borrowers have made other arrangements acceptable to the L/C Issuer to pay the amount of such draft in full), Borrowers shall request a Borrowing under the Credit Facility in an amount sufficient to pay the amount of such draft in full. The Agent Bank, upon receipt of such funds from the Lenders, shall automatically provide such amount to the L/C Issuer for payment of the amount of such draft and the balance of the Borrowing shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrowers fail to request a Borrowing within two (2) Banking Business Days from receipt of the notice as determined specified above, on the third (3rd) Banking Business Day following Agent Bank's receipt of such notice, Agent Bank shall, without notice to or consent of the Borrowers and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, cause a Borrowing to be made and funded by the Lenders under the Credit Facility in the amount necessary to pay the amount of such draft in full. Upon the occurrence of any Event of Default, L/C Issuer shall, without notice or further authorization or consent of Borrowers whatsoever, be authorized to immediately cause the Cash Collateral Account to be established and funded by Lenders with a Borrowing advanced to Agent Bank equal to the aggregate amount of the L/C Exposure then outstanding. All amounts held by L/C Issuer in the Cash Collateral Account shall be held as security for the repayment of any L/C Reimbursement Obligation thereafter arising pursuant to the terms of the L/C Agreement(s) and the Cash Collateral Pledge Agreement. Borrowings advanced by Lenders to pay drafts drawn upon or to secure repayment of the L/C Exposure under Letters of Credit pursuant to this subsection shall: (i) constitute Borrowings under the Credit Facility, (ii) initially be Base Rate Loans and (iii) be subject to all of the provisions of this Credit Agreement concerning Borrowings under the Credit Facility, except that such Borrowings shall be made upon demand of the Agent Bank as set forth above rather than upon Notice of Borrowing by Borrowers and shall be made, notwithstanding anything in this Credit Agreement to the contrary, without regard to any other conditions precedent to the making of Borrowings under the Credit Facility and notwithstanding any Default or Event of Default thereunder. All amounts paid by L/C Issuer on a draft drawn under any Letter of Credit which has not been funded or concurrently reimbursed by Borrowers or through a Borrowing as provided hereinabove, shall bear interest at the Base Rate plus the Applicable Margin per annum until repaid or reimbursed to L/C Issuer. c. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed amounts outstanding under any Letter of Credit pursuant hereto is several, and each trade not joint or joint and several. The failure of any Lender to perform its obligation to advance a Borrowing in a proportionate amount of such Lender's Syndication Interest of any unreimbursed amounts outstanding under a Letter of Credit will not relieve any other Lender of its obligation hereunder to advance such Borrowing in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund of its obligation to fund hereunder. The Borrowers agree to accept the Borrowings for payment of Letters of Credit as provided hereinabove, whether or not such Borrowings could have been made pursuant to the terms of Article III B or any other section of this Credit Agreement. d. Letters of Credit shall be subject used and issued for the benefit of Borrowers for the general corporate purposes of Borrowers, or any of them, relating to the UCP. In addition, no trade Letter of Credit may permit Hotel/Casino Facilities and/or the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderGolf Course Complex or any New Venture. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentThe Lead Borrower, on behalf of any Borrower, may request the applicable Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to the Administrative Agent at the Payment Office, Office prior to 1:00 p.m.10:00 a.m., at least five (5) Business Days prior to the proposed date of issuanceissuance (or such shorter period of time as may be acceptable to such Issuer), such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of the Administrative Agent and such Issuer; and, and such other certificates, documents and other papers and information as the Administrative Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from the Administrative Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement 3.2 have not been satisfied or the commitments of the Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance issuance drafts 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 such Letter of Credit’s date of issuance and in no event later than five (5) Business Days prior to the last day of the TermRevolving Commitment Termination Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) The Administrative Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent the Lead Borrower for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Borrowers understand and agree that Issuer is not required to extend the expiry date of any Letter of Credit for any reason, but that at Borrowers’ request and in the sole discretion of Issuer, Issuer may agree to issue a Letter of Credit with an “automatic amendment” provision to extend the expiry date thereof to twelve (12) months following the then-current expiry date. With respect to any such Letter of Credit containing an “automatic amendment” provision, Issuer, in its sole and absolute discretion, may give notice of non-renewal of such Letter of Credit at any time prior to the then-current expiry date, and, if Borrowers do not at any time want the then-current expiry date of such Letter of Credit to be extended, Borrowers will so notify Agent and Issuer at least thirty (30) calendar days before Issuer is required to notify the beneficiary of such Letter of Credit or any advising bank of such non-extension pursuant to the terms of such Letter of Credit. As a condition to renewal of any such Letter of Credit past the last day of the Term, Issuer may require, and Borrowers shall provide upon request of Issuer (which request may be upon such renewal or at such later date, but in any event on or prior to the last day of the Term), cash collateral in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of such Letter of Credit, in accordance with Section 3.2(b). (c) Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (cd) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder. Any Issuer (other than Agent) shall notify Agent in writing no later than the Business Day prior to the Business Day on which such Issuer issues any Letter of Credit. In addition, each Issuer (other than Agent) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each Letter of Credit issued by such Issuer during the prior calendar week.

Issuance of Letters of Credit. (ai) Borrowing Agent, on behalf of any Borrower, Borrower may request Issuer Issuing Bank to issue or cause the issuance of a Letter of Credit by delivering to IssuerIssuing Bank, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such IssuerIssuing Bank’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerIssuing Bank; and, such other certificates, documents and other papers and information as Agent or Issuer Issuing Bank may reasonably request. Issuer Issuing Bank shall not issue any requested Letter of Credit if such Issuer Issuing Bank has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 3.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances Loans hereunder have been terminated for any reason. (bii) Each Letter of Credit shall, among other things, (iA) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiB) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the TermMaturity Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderIssuing Bank. (ciii) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Xxxxxxxx for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, The Company may from time to time request Issuer the Issuing Lender to issue a Standby L/C or cause the issuance of a Letter of Credit Commercial L/C by delivering to Issuer, with a copy to the Administrative Agent at its address specified in subsection 11.2 a letter of credit application in the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s Issuing Lender's then customary form of Letter of Credit Application (the “Letter of Credit Application”"L/C APPLICATION") completed to the satisfaction of Agent the Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer the Issuing Lender may reasonably request. Issuer shall not issue ; PROVIDED that if the Issuing Lender informs the Company that it is for any requested reason unable to open such Letter of Credit, the Company may request any Lender to open such Letter of Credit if upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 3.5 through 3.14, 6.1 and 6.2 shall be deemed to be a reference to such Issuer has received notice from Agent or any Lender that one or more issuing Lender. As of the applicable conditions set forth in Section 8.2 Effective Date the letters of this Agreement have not been satisfied or credit listed on Schedule 3.5(a) shall be deemed to be Letters of Credit hereunder for all purposes issued on the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonEffective Date. (b) Each Letter of Credit Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) in the case of each Standby L/C, have an expiry date occurring not later than twelve (12) months 365 days after such Letter of Credit’s the date of issuance and of such Standby L/C and, in no event the case of each Commercial L/C, have an expiry date occurring not later than 120 days after the date of issuance of such Commercial L/C and, in all cases, have an expiry date occurring not later than the last day of the TermRevolving Credit Termination Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, L/C Application and each trade Letter of Credit shall be subject to the UCP. In additionUniform Customs and, no trade Letter of Credit may permit to the presentation of an ocean bill of lading that includes a condition that extent not inconsistent therewith, the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders laws of the request by Borrowing Agent for a Letter State of Credit hereunderNew York.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerBxxxxxxxx, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 A.M., at least five (5) Business Days Days’ prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Bxxxxxxxx, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) except as provided for in the Post-Termination Letters of Credit Letter Agreement, have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder. (d) Nothing contained in this Agreement shall be construed under any circumstances as an agreement by Agent and/or Lenders to extend the Term or require or obligate in any way Agent, Lenders and/or Issuer to make any Revolving Advances or to issue any new Letters of Credit (or extend or renew any existing Letters of Credit) on or after the last day of the Term.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. Eastern Standard Time, at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit. As of the Restatement Date, there are no issued and outstanding letters of credit under the Existing Credit Agreement. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein payment and (ii) have an expiry date not later than twelve (12) 147420493 months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf a. Any Authorized Officer of any Borrower, Borrowers may from time to time request Issuer to issue or cause the issuance of that a Letter of Credit be issued by delivering to Issuer, L/C Issuer (with a copy telecopy to the Agent at the Payment Office, prior to 1:00 p.m.Bank) on a Banking Business Day, at least five (5) Banking Business Days prior to the proposed date of such proposed issuance, such an L/C Agreement in L/C Issuer’s 's then standard form (consistent with the terms of Letter of the Credit Application (the “Letter of Credit Application”) Agreement), completed to the satisfaction of Agent L/C Issuer and Issuer; and, such other certificates, documents and other papers and information certificates as Agent or the L/C Issuer may reasonably request. Issuer ; provided, however, that no Letter of Credit shall not issue be issued (a) if any Default or Event of Default has occurred and remains continuing, or (b) if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit would exceed One Million Dollars ($1,000,000.00), or (c) the Stated Amount of the requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of exceeds the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Maximum Availability. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied shall be issued by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such L/C Issuer on the Banking Business Day specified in Borrowers' application therefor. Each request for a Letter of Credit’s date of issuance Credit and in no event later than the last day of the Term. Each standby each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (Credits, International Chamber of Commerce Publication Number 590)New 1994 Revision No. 500, or any subsequent revision thereof at the time a standby successor publication then in effect. Each Standby Letter of Credit will be issued for a term not greater than one (1) year and shall not include any provision for automatic renewal. Each Commercial Letter of Credit will be issued for a term not greater than one hundred eighty (180) calendar days. In no event shall any Letter of Credit have a Stated Expiry Date later than thirty (30) days prior to the Maturity Date. Promptly after receipt of each request for the issuance of a Letter of Credit and immediately prior to the issuance thereof, L/C Issuer shall obtain telephonic verification from Agent Bank that the amount of such request does not exceed the then Available Borrowings. The L/C Issuer shall promptly notify the Agent Bank of the aggregate L/C Exposure of outstanding Letters of Credit each time there is issueda change therein. Each Lender (other than the L/C Issuer) agrees that, as determined by upon the issuance of any Letter of Credit it shall automatically acquire a participation interest in the L/C Issuer's liability under such Letter of Credit in an amount equal to such Lender's Pro Rata Share of such liability, and each trade Lender (other than the 38 L/C Issuer) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the L/C Issuer to pay and discharge when due, its Pro Rata Share of the L/C Issuer's liability under such Letter of Credit. b. Upon presentation of a draft drawn under any Letter of Credit, L/C Issuer shall promptly notify the Agent Bank and Borrowers of the amount under such draft and the date upon which such draft is to be funded. On or before two (2) Banking Business Days following such notice (unless Borrowers have made other arrangements acceptable to the L/C Issuer to pay the amount of such draft in full), Borrowers shall advance to L/C Issuer the amount of such draft from Borrowers' available funds or shall request a Borrowing under the Credit Facility in an amount sufficient to pay the amount of such draft in full. The Agent Bank, upon receipt of such funds from the Lenders, shall automatically provide such amount to the L/C Issuer for payment of the amount of such draft and the balance of the Borrowing shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrower fails to advance to L/C Issuer the amount of such draft from Borrower's available funds or to request a Borrowing within two (2) Banking Business Days from receipt of the notice as specified above, on the third (3rd) Banking Business Day following Agent Bank's receipt of such notice, Agent Bank shall, without notice to or consent of the Borrower and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, including, without limitation the remedies set forth in Section 7.02, cause a Borrowing to be made and funded by the Lenders under the Credit Facility in the amount necessary to pay the amount of such draft in full. Upon the occurrence of any Event of Default, L/C Issuer shall, without notice or further authorization or consent of Borrower whatsoever, be authorized to immediately cause the Cash Collateral Account to be established and funded by Lenders with a Borrowing advanced to Agent Bank equal to the aggregate amount of the L/C Exposure then outstanding. All amounts held by L/C Issuer in the Cash Collateral Account shall be held as security for the repayment of any L/C Reimbursement Obligation thereafter arising pursuant to the terms of the L/C Agreement(s) and the Cash Collateral Pledge Agreement. Borrowings advanced by Lenders to pay drafts drawn upon or to secure repayment of the L/C Exposure under Letters of Credit pursuant to this subsection shall: (i) constitute Borrowings under the Credit Facility, (ii) initially be Base Rate Loans and (iii) be subject to all of the provisions of this Credit Agreement concerning Borrowings under the Credit Facility, except that such Borrowings shall be made upon demand of the Agent Bank as set forth above rather than upon Notice of Borrowing by Borrowers and shall be made, notwithstanding anything in this Credit Agreement to the contrary, without regard to any other conditions precedent to the making of Borrowings under the Credit Agreement and notwithstanding any Default or Event of Default thereunder. All amounts paid by L/C Issuer on a draft drawn under any Letter of Credit which has not been funded or concurrently reimbursed by Borrowers or through a Borrowing as provided hereinabove, shall bear interest at the Base Rate plus the Applicable Margin per annum until repaid or reimbursed to L/C Issuer. c. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed amounts outstanding under any Letter of Credit pursuant hereto is several, and not joint or joint and several. The failure of any Lender to perform its obligation to advance a Borrowing in a proportionate amount of such Lender's Syndication Interest of any unreimbursed amounts outstanding under a Letter of Credit will not relieve any other Lender of its obligation hereunder to advance such Borrowing in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund of its obligation to fund hereunder. The Borrowers agree to accept the Borrowings for payment of Letters of Credit as provided hereinabove, whether or not such Borrowings could have been made pursuant to the terms of Article III B or any other section of the Credit Agreement. d. Letters of Credit shall be subject used and issued for the benefit of Borrowers for the general corporate purposes of Borrowers relating to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderCasino Facilities. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerBorrowers, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (New York time), at least five (5) Business Days Days’ prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 twenty-four (1224) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), or and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerLoan Party, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s 's form of Letter of Credit Application (the “"Letter of Credit Application”") completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s 's date of issuance and in no event later than the last day of the Term. Notwithstanding the foregoing, (A) the expiry date of a Letter of Credit may be up to one (1) year later than the last day of the Term if the Loan Parties Cash Collateralize each such Letter of Credit having an expiry date later than the last day of the Term on or before the thirtieth (30th) day prior to the last day of the Term; and (B) any Letter of Credit (other than a Letter of Credit which expires later than the last day of the Term) may provide for the automatic renewal thereof for an additional one-year period (or, in the case of any renewal or extension thereof, one year after such renewal or extension), subject however to the Cash Collateral requirement in clause (A) above in the event any such renewal would result in a Letter of Credit which expires later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “"UCP”") or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder. (d) Upon the request of Agent, (i) if the Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an Letter of Credit Borrowing, or (ii) if, on the last day of the Term, any Letter of Credit for any reason remains outstanding, Borrowers shall, in each case, immediately Cash Collateralize the Maximum Undrawn Amount of all outstanding Letters of Credit. Borrowers hereby grant to Agent, for the benefit of the Issuer and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, The Company may from time to time request Issuer the Issuing Lender to issue a Standby L/C or cause the issuance of a Letter of Credit Commercial L/C by delivering to Issuer, with a copy to the Administrative Agent at its address specified in subsection 11.2 a letter of credit application in the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s Issuing Lender's then customary form of Letter of Credit Application (the “Letter of Credit Application”"L/C APPLICATION") completed to the satisfaction of Agent the Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer the Issuing Lender may reasonably request. Issuer shall not issue ; PROVIDED that if the Issuing Lender informs the Company that it is for any requested reason unable to open such Letter of Credit, the Company may request any Lender to open such Letter of Credit if upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 3.5 through 3.14, 6.1 and 6.2 shall be deemed to be a reference to such Issuer has received notice from Agent issuing Lender. The letters of credit identified on Schedule 3.5 shall at all times be deemed to be a "Letter of Credit" or any Lender that one or more "Letters of the applicable conditions set forth in Section 8.2 Credit" for all purposes of this Agreement have not been satisfied or and the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonother Loan Documents. (b) Each Letter of Credit Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) have an expiry date occurring not later than twelve (12) months 365 days after the date of issuance of such Letter of Credit’s Credit and may be automatically renewed on its expiry date of issuance and for an additional period equal to the initial term, but in no event case shall any Letter of Credit have an expiry date occurring later than the last day of the TermRevolving Credit Termination Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, L/C Application and each trade Letter of Credit shall be subject to the UCP. In additionUniform Customs and, no trade Letter of Credit may permit to the presentation of an ocean bill of lading that includes a condition that extent not inconsistent therewith, the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders laws of the request by Borrowing Agent for a Letter State of Credit hereunderNew York.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five three (53) Business Days (or such shorter period as Issuer may agree) prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, together with such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an initial expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Borrowers understand and agree that Issuer is not required to extend the expiry date of any Letter of Credit for any reason, but that at Borrowers’ request and in the sole discretion of Issuer, Issuer may agree to issue a Letter of Credit with an “automatic amendment” provision to extend the expiry date thereof to twelve (12) months following the then-current expiry date. With respect to any such Letter of Credit containing an “automatic amendment” provision, Issuer, in its sole and absolute discretion, subject to the terms of such Letter of Credit, may give notice of non-renewal of such Letter of Credit at any time prior to the then-current expiry date, and, if Borrowers do not at any time want the then-current expiry date of such Letter of Credit to be extended, Borrowers will so notify Agent and Issuer at least thirty (30) calendar days before Issuer is required to notify the beneficiary of such Letter of Credit or any advising bank of such non-extension pursuant to the terms of such Letter of Credit. As a condition to renewal of any such Letter of Credit past the last day of the Term, Issuer may require, and Borrowers shall provide upon request of Issuer (which request may be upon such renewal or at such later date, but in any event on or prior to the last day of the Term), cash collateral in an amount equal to one hundred and three percent (103%) of the Maximum Undrawn Amount of such Letter of Credit, in accordance with Section 3.2(b). (c) Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (cd) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder. Any Issuer (other than Agent) shall notify Agent in writing no later than the Business Day prior to the Business Day on which such Issuer issues any Letter of Credit. In addition, each Issuer (other than Agent) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each Letter of Credit issued by such Issuer during the prior calendar week. (e) Each party hereto hereby acknowledges and agrees that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such Existing Letters of Credit were issued by Issuer at the request of Borrowers on the Closing Date.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, Agent may request Issuer to issue or cause the issuance of a Letter of Credit for the account of any Company, Joint Venture, or Consortium by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 (both at the time of the initial issuance thereof and at the time of any renewal or extension thereof) (x) not later than twelve (12) months after such Letter of Credit’s date of issuance and (y) in no event later than the last day of the TermTerm (unless the Agent, Issuer and Borrowing Agent (each acting in their sole discretion) shall agree to issue a Letter of Credit with an expiry date later than the last day of the Term as in effect as of the date of the issuance or extension/renewal of such Letter of Credit on such terms as they may agree, which such terms shall at a minimum provide for such Letter of Credit to be cash collateralized immediately upon issuance or extension/renewal thereof, pursuant to Section 3.2(b) of this Agreement). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerXxxxxxxxx, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m., at least five (5) Business Days Days’ prior to the proposed date of issuanceissuance (or such shorter period as agreed to by Agent), such IssuerAgent’s customary form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuerin its Permitted Discretion; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably requestrequest in its Permitted Discretion. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. Borrowing Agent, on behalf of Xxxxxxxxx, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents and any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance (but may contain automatic renewal provisions) and in no event later than the last day of the TermTerm (unless otherwise agreed to by the Agent in its sole discretion). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.and

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 2:00 p.m., at least five three (53) Business Days prior to the proposed date of issuanceissuance (or such shorter period as the Issuer may agree), such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 5.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of Maturity Date (unless otherwise agreed by the TermIssuer). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. (New York time), at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason.. ​ (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless Agent, Issuer and Borrowing Agent agree for such Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) hereof. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of ​ ​ Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. Each Letter of Credit shall be issued upon the request of the Borrower delivered to the applicable L/C Issuer (awith a copy to the Agent) Borrowing Agentin the form of a Letter of Credit application, on behalf appropriately completed and signed by a Responsible Officer of any the Borrower. Such Letter of Credit application must be received by the applicable L/C Issuer and the Agent not later than (i) 4:00 p.m. (New York, New York time) at least one Business Day prior to the proposed issuance date of a letter of credit, (ii) 4:00 p.m. (New York, New York time) at least one Business Day prior to the proposed amendment date for a letter of credit, or (iii) such later date and time as the Agent and such L/C Issuer may agree in a particular instance in their sole discretion. In the case of a request Issuer to issue or cause the for an initial issuance of a Letter of Credit, such Letter of Credit application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by delivering such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to Issuerbe presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, with a copy such Letter of Credit application shall specify in form and detail satisfactory to Agent at the Payment Office, prior applicable L/C Issuer (1) the Letter of Credit to 1:00 p.m., at least five be amended; (52) Business Days prior to the proposed date of issuance, such Issuer’s form amendment thereof (which shall be a Business Day); (3) the nature of Letter of Credit Application the proposed amendment; and (the “Letter of Credit Application”4) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information matters as Agent or such L/C Issuer may reasonably requestrequire. Additionally, the Borrower shall furnish to the applicable L/C Issuer shall not issue any and the Agent such other documents and information pertaining to such requested Letter of Credit if issuance or amendment, including any LOC Documents, as such L/C Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonAgent may reasonably require. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (ai) Borrowing Agent, Any Borrower shall give an Issuing Bank and the Administrative Agent written notice that it has selected such Issuing Bank to Issue a Letter of Credit (A) not later than 11:00 a.m. (New York time) on behalf the third Business Day preceding the requested date for Issuance of any BorrowerLetter of Credit hereunder that is in Dollars and (B) not later than 11:00 a.m. (London time) on the fourth Business Day preceding the requested date for Issuance of any Letter of Credit hereunder that is in an Optional Currency, or such shorter notice as may be acceptable to such Issuing Bank and the Administrative Agent. Such notice shall be irrevocable unless and until such request Issuer is denied by the applicable Issuing Bank and shall specify (A) that the requested Letter of Credit is either a Commercial Letter of Credit or a Standby Letter of Credit, (B) the stated amount of the Letter of Credit requested, which shall be in a minimum amount of $10,000, (C) the effective date (which shall be a Business Day) of Issuance of such Letter of Credit, (D) the date on which such Letter of Credit is to issue expire, (E) the Person for whose benefit such Letter of Credit is to be Issued, (F) whether such Letter of Credit is to be denominated in Dollars or cause an Optional Currency (specifying the issuance relevant Optional Currency), and (G) other relevant terms of such Letter of Credit. Such Issuing Bank shall notify the Administrative Agent immediately upon receipt of a written notice from any Borrower requesting that a Letter of Credit be Issued and, upon the Administrative Agent's request therefor, send a copy of such notice to the Administrative Agent. (ii) The Issuing Bank shall give the Administrative Agent written notice, or telephonic notice confirmed promptly thereafter in writing, of the Issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at (which notice the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Administrative Agent shall use its reasonable efforts promptly transmit by telegram, telex, telecopy or similar transmission to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereundereach Lender).

Issuance of Letters of Credit. (ai) Borrowing Agent, on behalf of any Borrower, Borrower may request Issuer Issuing Bank to issue or cause the issuance of a Letter of Credit by delivering to IssuerIssuing Bank, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such IssuerIssuing Bank’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerIssuing Bank; and, such other certificates, documents and other papers and information as Agent or Issuer Issuing Bank may reasonably request. Issuer Issuing Bank shall not issue any requested Letter of Credit if such Issuer Issuing Bank has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 3.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances Loans hereunder have been terminated for any reason. (bii) Each Letter of Credit shall, among other things, (iA) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiB) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the TermMaturity Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderIssuing Bank. (ciii) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Borrower for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Borrowers understand and agree that Issuer is not required to extend the expiry date of any Letter of Credit for any reason, but that at Borrowers’ request and in the sole discretion of Issuer, Issuer may agree to issue a Letter of Credit with an “automatic amendment” provision to extend the expiry date thereof to twelve (12) months following the then-current expiry date. With respect to any such Letter of Credit containing an “automatic amendment” provision, Issuer, in its sole and absolute discretion, may give notice of non-renewal of such Letter of Credit at any time prior to the then-current expiry date, and, if Borrowers do not at any time want the then-current expiry date of such Letter of Credit to be extended, Borrowers will so notify Agent and Issuer at least thirty (30) calendar days before Issuer is required to notify the beneficiary of such Letter of Credit or any advising bank of such non-extension pursuant to the terms of such Letter of Credit. As a condition to renewal of any such Letter of Credit past the last day of the Term, Issuer may require, and Borrowers shall provide upon request of Issuer (which request may be upon such renewal or at such later date, but in any event on or prior to the last day of the Term), cash collateral in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of such Letter of Credit, in accordance with Section 3.2(b). (c) Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (cd) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder. Any Issuer (other than Agent) shall notify Agent in writing no later than the Business Day prior to the Business Day on which such Issuer issues any Letter of Credit. In addition, each Issuer (other than Agent) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each Letter of Credit issued by such Issuer during the prior calendar week.

Issuance of Letters of Credit. (a) Provided Borrowers have caused the deposit of sufficient Cash Collateral in accordance with Section 3.2(b) hereof, Borrowing Agent, on behalf of any BorrowerBorrowers, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (New York time), at least five (5) Business Days Days’ prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), or and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentRepresentative, on behalf of any Borrower, may request Issuer Lender to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent Lender at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such IssuerLxxxxx’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerLxxxxx; and, such other certificates, documents and other papers and information as Agent or Issuer Lender may reasonably request. Issuer Lender shall not issue any requested Letter of Credit if such Issuer Lxxxxx has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders Lender to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts 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 such the Revolving Note Maturity Date. No Letter of Credit’s date of issuance and in no event later than Credit will be issued on or after the last day of the TermRevolving Note Maturity Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), ) or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerLxxxxx, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein payment and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the TermTerm (unless collateralized by cash or a standby letter of credit, in an amount acceptable to the Issuer and issued by a financial institution acceptable to Issuer). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade commercial Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. (New York time), at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of ​ Credit Application”) completed to the satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless Agent, Issuer and Borrowing Agent agree for such Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) hereof. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf a. Any Authorized Officer of any Borrower, Borrower may from time to time request Issuer to issue or cause the issuance of that a Standby Letter of Credit or Commercial Letter of Credit be issued by delivering to Issuer, L/C Issuer (with a copy telecopy to the Agent at the Payment Office, prior to 1:00 p.m.Bank) on a Banking Business Day, at least five (5) Banking Business Days prior to the proposed date of such proposed issuance, such an L/C Agreement in L/C Issuer’s 's then standard form (consistent with the terms of Letter of the Credit Application (the “Letter of Credit Application”) Agreement), completed to the satisfaction of Agent L/C Issuer and Issuer; and, such other certificates, documents and other papers and information certificates as Agent or the L/C Issuer may reasonably request. Issuer ; provided, however, that no Letter of Credit shall not issue be issued (a) if any Default or Event of Default has occurred and remains continuing, or (b) if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit would exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00), or (c) the Stated Amount of the requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of exceeds the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Maximum Availability. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied shall be issued by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such L/C Issuer on the Banking Business Day specified in the Borrower's application therefor. Each request for a Letter of Credit’s date of issuance Credit and in no event later than the last day of the Term. Each standby each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (Credits, International Chamber of Commerce Publication Number 590)New 1994 Revision No. 500, or any subsequent revision thereof at the time a standby successor publication then in effect. Each Standby Letter of Credit is issued, as determined by Issuer, will be issued for a term not greater than one (1) year and each trade shall not include any provision for automatic renewal. Each Commercial Letter of Credit shall will be subject to the UCPissued for a term not greater than one hundred eighty (180) calendar days. In addition, no trade event shall any Letter of Credit may permit have a Stated Expiry Date later than thirty (30) days prior to the presentation Maturity Date. Promptly after receipt of an ocean bill each request for the issuance of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit and immediately prior to the issuance thereof, L/C Issuer shall obtain telephonic verification from Agent Bank that the amount of such request does not exceed the then Available Borrowings. The L/C Issuer shall promptly notify the Agent Bank of the aggregate L/C Exposure of outstanding Letters of Credit each time there is a change therein. b. Upon presentation of a draft drawn under any Letter of Credit, L/C Issuer shall promptly notify the Agent Bank and Borrower of the amount under such draft and the date upon which such draft is to be funded. On or before two (2) Banking Business Days following such notice (unless Borrower has made other arrangements acceptable to the L/C Issuer to pay the amount of such draft in full), Borrower shall advance to L/C Issuer the amount of such draft from Borrower's available funds or shall request a Borrowing or Construction Disbursement under the Credit Facility in an amount sufficient to pay the amount of such draft in full. The Agent Bank, upon receipt of such funds from the Lenders, shall automatically provide such amount to the L/C Issuer for payment of the amount of such draft and the balance of the Borrowing or Construction Disbursement, as the case may be, shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrower fails to advance to L/C Issuer the amount of such draft from Borrower's available funds or to request a Borrowing within two (2) Banking Business Days from receipt of the notice as specified above, on the third (3rd) Banking Business Day following Agent Bank's receipt of such notice, Agent Bank shall, without notice to or consent of the Borrower and without regard to any other conditions precedent for the making of Borrowings or Construction Disbursements under the Credit Facility, cause a Borrowing (or Construction Disbursement if made during the Construction Period) to be made and funded by the Lenders under the Credit Facility in the amount necessary to pay the amount of such draft in full. Upon the occurrence of any Event of Default, L/C Issuer shall, without notice or further authorization or consent of Borrower whatsoever, be authorized to immediately cause the Cash Collateral Account to be established and funded by Lenders with a Borrowing (or Construction Disbursement if made during the Construction Period) advanced to Agent Bank equal to the aggregate amount of the L/C Exposure then outstanding. All amounts held by L/C Issuer in the Cash Collateral Account shall be held as security for the repayment of any L/C Reimbursement Obligation thereafter arising pursuant to the terms of the L/C Agreement(s) and the Cash Collateral Pledge Agreement. Borrowings and Construction Disbursements advanced by Lenders to pay drafts drawn upon or to secure repayment of the L/C Exposure under Letters of Credit pursuant to this subsection shall: (i) constitute Borrowings (or Construction Disbursements if made during the Construction Period) under the Credit Facility, (ii) initially be Base Rate Loans and (iii) be subject to all of the provisions of this Credit Agreement concerning Borrowings (or Construction Disbursements if made during the Construction Period) under the Credit Facility, except that such Borrowings or Construction Disbursements shall be made upon demand of the Agent Bank as set forth above rather than upon Notice of Borrowing or Construction Disbursement Request by Borrower and shall be made, notwithstanding anything in this Credit Agreement to the contrary, without regard to any other conditions precedent to the making of Borrowings or Construction Disbursements under the Credit Agreement and notwithstanding any Default or Event of Default thereunder. All amounts paid by L/C Issuer on a draft drawn under any Letter of Credit which has not been funded or concurrently reimbursed by Borrower or through a Borrowing or Construction Disbursement as provided hereinabove, shall bear interest at the Base Rate plus the Applicable Margin per annum until repaid or reimbursed to L/C Issuer. c. Each Lender's obligation to advance Borrowings or Construction Disbursements in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed amounts outstanding under any Letter of Credit pursuant hereto is several, and not joint or joint and several. The failure of any Lender to perform its obligation to advance a Borrowing or Construction Disbursement in a proportionate amount of such Lender's Syndication Interest of any unreimbursed amounts outstanding under a Letter of Credit will not relieve any other Lender of its obligation hereunder to advance such Borrowing or Construction Disbursement in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund of its obligation to fund hereunder. The Borrower agrees to accept the Borrowings or Construction Disbursements for payment of Letters of Credit as provided hereinabove, whether or not such Borrowings or Construction Disbursements could have been made pursuant to the terms of Article III B or C, Article IX or any other section of the Credit Agreement.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, Borrower may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s 's form of Letter of Credit Application (the “"Letter of Credit Application”") completed to the satisfaction of Agent and Issuer; andAgent, together with such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, drafts or acceptances of usance drafts 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 (x) twelve (12) months with respect to any standby Letter of Credit and (y) 180 days with respect to any trade letter of credit, in each case after such Letter of Credit’s 's date of issuance and in no event later than thirty (30) days before the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the (1993 Revision, International Chamber of Commerce at Publication 500 (the time a "UCP")) and any amendments or revisions thereof adhered to by the Issuer and, to the extent not inconsistent therewith, the laws of the State of New York. At Issuer's sole option, it may make any Letter of Credit issued by it subject to the UCP in effect on the day the Letter of Credit is issued (or established or any other version of the “UCP”) , in whole or in part, as the Issuer may select. Issuer also has the right to make any standby Letter of Credit subject, in whole or part, to the International Standby Practices (1998, International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at 590 ("ISP98") in effect on the time a standby day the Letter of Credit is issuedissued or, at the sole option of the Issuer, any other version of ISP98, in whole or in part, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit Issuer may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderselect. (c) Agent shall use its reasonable efforts to notify Lenders of the each request by Borrowing Agent Borrower for the issuance of a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf a. Any Authorized Representative of any Borrower, Borrowers may from time to time request Issuer to issue or cause the issuance of that a Standby Letter of Credit or Commercial Letter of Credit be issued by delivering to Issuer, L/C Issuer (with a copy telecopy to the Agent at the Payment Office, prior to 1:00 p.m.Bank) on a Banking Business Day, at least five (5) Banking Business Days prior to the proposed date of such proposed issuance, such an L/C Agreement in L/C Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) 's then standard form, completed to the satisfaction of Agent L/C Issuer and Issuer; and, such other certificates, documents and other papers and information certificates as Agent or the L/C Issuer may reasonably request. Issuer ; provided, however, that no Letter of Credit shall not issue be issued (a) if any Default or Event of Default has occurred and remains continuing, or (b) if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit would exceed Ten Million Dollars ($10,000,000.00), or (c) the Stated Amount of the requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of exceeds the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Maximum Availability. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied shall be issued by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such L/C Issuer on the Banking Business Day specified in the Borrowers' application therefor. Each request for a Letter of Credit’s date of issuance Credit and in no event later than the last day of the Term. Each standby each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (Credits, International Chamber of Commerce Publication Number 590)New 1994 Revision No. 500, or any subsequent revision thereof at the time a standby successor publication then in effect. Each Letter of Credit will be issued for a term not greater than one (1) year (and may include any provision for automatic renewal, subject to the payment of any applicable L/C Fee for such renewal period); provided, however, in no event shall any Letter of Credit have a Stated Expiry Date later than thirty (30) days prior to the Maturity Date. Promptly after receipt of each request for the issuance of a Letter of Credit and immediately prior to the issuance thereof, L/C Issuer shall obtain telephonic verification from Agent Bank that the amount of such request does not exceed the then Available Borrowings. The L/C Issuer shall promptly notify the Agent Bank of the aggregate L/C Exposure of outstanding Letters of Credit each time there is issueda change therein. b. Upon presentation of a draft drawn under any Letter of Credit, L/C Issuer shall promptly notify the Agent Bank and Borrowers of the amount under such draft and the date upon which such draft is to be funded. On or before two (2) Banking Business Days following such notice (unless Borrowers have made other arrangements acceptable to the L/C Issuer to pay the amount of such draft in full), Borrowers shall request a Borrowing under the Credit Facility in an amount sufficient to pay the amount of such draft in full. The Agent Bank, upon receipt of such funds from the Lenders, shall automatically provide such amount to the L/C Issuer for payment of the amount of such draft and the balance of the Borrowing shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrowers fail to request a Borrowing within two (2) Banking Business Days from receipt of the notice as determined specified above, on the third (3rd) Banking Business Day following Agent Bank's receipt of such notice, Agent Bank shall, without notice to or consent of the Borrowers and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, including, without limitation, the remedies set forth in Section 7.02, cause a Borrowing to be made and funded by the Lenders under the Credit Facility in the amount necessary to pay the amount of such draft in full. Upon the occurrence of any Event of Default, L/C Issuer shall, without notice or further authorization or consent of Borrowers whatsoever, be authorized to immediately cause the Cash Collateral Account to be established and funded by Lenders with a Borrowing advanced to Agent Bank equal to the aggregate amount of the L/C Exposure then outstanding. All amounts held by L/C Issuer in the Cash Collateral Account shall be held as security for the repayment of any L/C Reimbursement Obligation thereafter arising pursuant to the terms of the L/C Agreement(s) and the Cash Collateral Pledge Agreement. Borrowings advanced by Lenders to pay drafts drawn upon or to secure repayment of the L/C Exposure under Letters of Credit pursuant to this subsection shall: (i) constitute Borrowings under the Credit Facility, (ii) initially be Base Rate Loans and (iii) be subject to all of the provisions of this Credit Agreement concerning Borrowings under the Credit Facility, except that such Borrowings shall be made upon demand of the Agent Bank as set forth above rather than upon Notice of Borrowing by Borrowers and shall be made, notwithstanding anything in this Credit Agreement to the contrary, without regard to any other conditions precedent to the making of Borrowings under the Credit Facility and notwithstanding any Default or Event of Default thereunder. All amounts paid by L/C Issuer on a draft drawn under any Letter of Credit which has not been funded or concurrently reimbursed by Borrowers or through a Borrowing as provided hereinabove, shall bear interest at the Base Rate plus the Applicable Margin per annum until repaid or reimbursed to L/C Issuer. c. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed amounts outstanding under any Letter of Credit pursuant hereto is several, and each trade not joint or joint and several. The failure of any Lender to perform its obligation to advance a Borrowing in a proportionate amount of such Lender's Syndication Interest of any unreimbursed amounts outstanding under a Letter of Credit will not relieve any other Lender of its obligation hereunder to advance such Borrowing in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund of its obligation to fund hereunder. The Borrowers agree to accept the Borrowings for payment of Letters of Credit as provided hereinabove, whether or not such Borrowings could have been made pursuant to the terms of Article III B or any other section of this Credit Agreement. d. Letters of Credit shall be subject used and issued for the benefit of Borrowers for the general corporate purposes of Borrowers, or any of them, relating to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderHotel/Casino Facilities or any Restricted Subsidiary Venture. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and any automatic renewals thereof and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. Eastern Standard Time, at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. Borrowing Agent, on behalf of Xxxxxxxxx, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit. As of the Restatement Date, there are no issued and outstanding letters of credit under the Existing Credit Agreement. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein payment and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerLoan Party, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 2:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Notwithstanding the foregoing, (A) the expiry date of a Letter of Credit may be up to one (1) year later than the last day of the Term if Loan Parties Cash Collateralize each such Letter of Credit having an expiry date later than the last day of the Term on or before the thirtieth (30th) day prior to the last day of the Term; and (B) any Letter of Credit (other than a Letter of Credit which expires later than the last day of the Term) may provide for the automatic renewal thereof for an additional one-year period (or, in the case of any renewal or extension thereof, one year after such renewal or extension), subject however to the Cash Collateral requirement in clause (A) above in the event any such renewal would result in a Letter of Credit which expires later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder. (d) Upon the request of Agent, (i) if Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an Letter of Credit Borrowing, or (ii) if, on the last day of the Term, any Letter of Credit for any reason remains outstanding, Borrowers shall, in each case, immediately Cash Collateralize the Maximum Undrawn Amount of all outstanding Letters of Credit. Borrowers hereby grant to Agent, for the benefit of Issuer and Xxxxxxx, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerUS Borrowers, may request Issuer Agent, upon three (3) Business Days’ prior written notice submitted on or before 10:00 a.m., New York time, to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of US Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts or other written demand 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 such Letter of Credit’s date of issuance and in no event event, unless in each case otherwise agreed to by Agent in its sole and absolute discretion (and subject to terms and conditions satisfactory to Agent including, without limitation, the 105% cash collateralization requirement set forth in Section 3.2(b) of this Agreement), later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “"UCP”") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) ("ISP98 Rules"), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderUCP 500. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerBorrowers, may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. (New York time), at least five (5) Business Days Days’ (or such shorter period of time as Agent may agree in its sole discretion) prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the reasonable satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 twenty-four (1224) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or and any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentThe Company, on behalf of any Borroweras agent for ----------------------------- the Borrowers, may from time to time request Issuer the Issuing Lender to issue a Standby L/C or cause the issuance of a Letter of Credit Commercial L/C by delivering to Issuer, with a copy to the Administrative Agent at its address specified in subsection 9.2 a letter of credit application in the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s Issuing Lender's then customary form of Letter of Credit Application (the “Letter of Credit "L/C Application”") completed to the --------------- satisfaction of Agent the Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer the Issuing Lender may reasonably request. Issuer shall not issue ; provided that if the -------- Issuing Lender informs the Company that it is for any requested reason unable to open such Letter of Credit, the Company, as agent for the Borrowers, may request any Lender to open such Letter of Credit if upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 2.5 through 2.14, 5.1 and 5.2 shall be deemed to be a reference to such Issuer has received notice from Agent issuing Lender. The letters of credit identified on Schedule 2.5 shall at all times on and after the Closing Date be deemed to be a "Letter of Credit" or any Lender that one or more "Letters of the applicable conditions set forth in Section 8.2 Credit" for all purposes of this Agreement have not been satisfied or and the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonother Loan Documents. (b) Each Letter of Credit Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) provide be for the payment account of sight draftsthe Company, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder (ii) be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (iiiii) have an expiry date occurring (A) in the case of any Standby L/C, not later than twelve 365 days (12or such later date as may be agreed to by the Issuing Lender) months after the date of issuance of such Standby L/C and (B) in the case of any Commercial L/C, not later than 120 days (or such later date as may be agreed to by the Issuing Lender) after the date of issuance of such Commercial L/C. Each Letter of Credit issued hereunder may be automatically renewed on its expiry date for an additional period equal to the initial term, but in no case shall any Letter of Credit have an expiry date, or permit payment of any draft drawn thereunder on any date, occurring later than the Termination Date. Except as otherwise provided for in any Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In additionUniform Customs and, no trade Letter of Credit may permit to the presentation of an ocean bill of lading that includes a condition that extent not inconsistent therewith, the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders laws of the request by Borrowing Agent for a Letter State of Credit hereunderNew York.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, 2.24.1 The Company may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to the Administrative Agent at the Payment Office, prior to 1:00 p.m.p.m. (New York City time), at least five (5) Business Days (or such shorter period as agreed to by such Issuer and the Administrative Agent) prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of the Administrative Agent and such Issuer; and, such other certificates, documents and other papers and information as the Administrative Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from the Administrative Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement 4.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) 2.24.2 Each Letter of Credit shall, among other things, (ia) provide for the payment of sight drafts, other written demands for payment, payment or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein therein, and (iib) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless the Administrative Agent, Issuer and the Company agree for such Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 2.32.2 hereof. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) 2.24.3 The Administrative Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent the Company for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentSubject to the limitations set forth in Section 2.1(a), on behalf of any Borrower, may the Borrower shall be entitled to request Issuer to issue or cause the issuance of Letters of Credit, from time to time from the Initial Closing Date to the Commitment Termination Date, by giving the Issuing Bank a Letter of Credit Request at least 1 Business Day before the requested date of issuance of such Letter of Credit (which shall be a Business Day). Any Letter of Credit Request received by the Issuing Bank later than 3:00 p.m., Los Angeles time, shall be deemed to have been received on the next Business Day. Each Letter of Credit Request shall be delivered by telecopier (but shall be deemed to be an original for all purposes), shall be signed by an Authorized Officer, shall be irrevocable and shall be effective upon receipt by the Issuing Bank. Provided that a valid Letter of Credit Request has been received by the Issuing Bank and upon fulfillment of the other applicable conditions set forth in Article 4, the Issuing Bank will issue the requested Letter of Credit. No Letter of Credit may have an expiration date later than 60 days after the Commitment Termination Date. Notwithstanding the foregoing provisions of this Section 2.9(a), if the Borrower gives the Issuing Bank notice, by telephone confirmed promptly by telecopier, of a request for a Letter of Credit by delivering to Issuernoon, with a copy to Agent at the Payment OfficeLos Angeles time, prior to 1:00 p.m., at least five (5) Business Days prior to on the proposed date day of issuanceissuance of such Letter of Credit, the Issuing Bank will use commercially reasonable efforts (but shall not be obligated) to issue such Issuer’s form of Letter of Credit Application (on the “Letter of Credit Application”) completed day on which such notice is given; provided, however, that the Issuing Bank shall no longer be required to use commercially reasonable efforts as described in this sentence if the satisfaction of Agent and Issuer; andIssuing Bank, such other certificatesat its sole option exercisable at any time, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received gives the Borrower notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonsame. (b) Each Immediately upon the issuance of each Letter of Credit shallCredit, among other thingsthe Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (i) provide for a fraction the payment numerator of sight drafts, other written demands for payment, or acceptances which is the amount of usance drafts when presented for honor thereunder in accordance with the terms thereof Commitment of such Lender and when accompanied by the documents described therein denominator of which is the Maximum Aggregate Commitment and (ii) have an expiry date not later than twelve the maximum amount available to be drawn under such Letter of Credit (12) months after assuming compliance with all conditions to drawing). The Issuing Bank will promptly advise each Lender of the issuance of each Letter of Credit, the Letter of Credit Amount of such Letter of Credit’s , any change in the face amount or expiration date of issuance and in no event later than such Letter of Credit, the last day cancellation or other termination of the Term. Each standby such Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a any drawing under such Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderCredit. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentThe Borrower Representative, on behalf of any Borrower, may request Issuer Issuing Bank to issue or cause the issuance of a Letter of Credit by delivering to IssuerIssuing Bank, with a copy to Administrative Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuanceissuance (or such shorter time as may be agreed to by the Issuing Bank), such IssuerIssuing Bank’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Administrative Agent and IssuerIssuing Bank; and, such other certificates, documents and other papers and information as Administrative Agent or Issuer Issuing Bank may reasonably request. Issuer Issuing Bank shall not issue any requested Letter of Credit if such Issuer Issuing Bank has received notice from Administrative Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 3.02 of this Agreement have not been satisfied or waived or the commitments of Lenders to make Revolving Advances Loans hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein payment and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day Stated Maturity Date unless cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Bank; provided that any Letter of Credit may provide for automatic renewal for additional one-year periods (which may not extend beyond the Termthird Business Day prior to the Stated Maturity Date unless cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Bank). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderIssuing Bank. (c) Administrative Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent the Borrower Representative for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of The Company may from time to time request any Borrower, may request Issuer Issuing Lender to issue or cause the issuance of a Letter of Credit Credit, which may be either a Standby L/C or a Commercial L/C, by delivering to Issuer, with a copy to the Administrative Agent at its address specified in subsection 16.2 and the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Issuing Lender an L/C Application (the “Letter of Credit Application”) completed to the satisfaction of Agent the Issuing Lender, together with the proposed form of the Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer the Issuing Lender may reasonably request. Issuer shall not issue ; provided that if the Issuing Lender informs the Company that it is for any requested reason unable to open such Letter of Credit, the Company may request another Lender to open such Letter of Credit upon the same terms offered to the initial Issuing Lender and if such Issuer has received notice from Agent or any other Lender that one or more agrees to issue such Letter of Credit each reference to the Issuing Lender for purposes of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders Credit Documents shall be deemed to make Revolving Advances hereunder have been terminated for any reasonbe a reference to such Lender. (b) Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) have an expiry date date, in the case of each Standby L/C, occurring not later than twelve the earlier of (12w) months 365 days after such Letter of Credit’s the date of issuance of such Standby L/C and (x) the Revolving Credit Termination Date, and, in no event the case of each Commercial L/C, occurring not later than the last day earlier of (y) 180 days after the date of issuance of such Commercial L/C; provided, however, that at the request of the TermCompany and upon the consent, in its sole and absolute discretion, of the Issuing Lender issuing such Commercial L/C, such date may be up to 360 days after the date of issuance of such Commercial L/C and (z) the Revolving Credit Termination Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, L/C Application and each trade Letter of Credit shall be subject to the UCP. In additionUniform Customs and, no trade Letter to the extent not inconsistent therewith, the laws of Credit may permit the presentation State of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderNew York. (c) Agent Letters of credit issued under the Existing Credit Agreement which remain outstanding on the Closing Date shall use its reasonable efforts be deemed to notify Lenders of the request by Borrowing Agent for a Letter be Letters of Credit hereunderissued under this Agreement on the Closing Date.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerLoan Party, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s 's form of Letter of Credit Application (the “"Letter of Credit Application”") completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s 's date of issuance and in no event later than the last day of the Term. Notwithstanding the foregoing, (A) the expiry date of a Letter of Credit may be up to one (1) year later than the last day of the Term if the Loan Parties Cash Collateralize each such Letter of Credit having an expiry date later than the last day of the Term on or before the thirtieth (30th) day prior to the last day of the Term; and (B) any Letter of Credit (other than a Letter of Credit which expires later than the last day of the Term) may provide for the automatic renewal thereof for an additional one-year period (or, in the case of any renewal or extension thereof, one year after such renewal or extension), subject however to the Cash Collateral requirement in clause (A) above in the event any such renewal would result in a Letter of Credit which expires later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “"UCP”") or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the "ISP98 Rules"), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder. 222233776 (d) Upon the request of Agent, (i) if the Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an Letter of Credit Borrowing, or (ii) if, on the last day of the Term, any Letter of Credit for any reason remains outstanding, Borrowers shall, in each case, immediately Cash Collateralize the Maximum Undrawn Amount of all outstanding Letters of Credit. Borrowers hereby grant to Agent, for the benefit of the Issuer and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement.

Issuance of Letters of Credit. (ai) Borrowing Each Letter of Credit shall be issued upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Agent) in the form of a Letter of Credit application, on behalf appropriately completed and signed by a Responsible Officer of any the Borrower. Such Letter of Credit application must be received by the applicable L/C Issuer and the Agent not later than (i) 4:00 p.m. (New York, New York time) at least one Business Day prior to the proposed issuance date of a letter of credit, (ii) 4:00 p.m. (New York, New York time) at least one Business Day prior to the proposed amendment date for a letter of credit, or (iii) such later date and time as the Agent and such L/C Issuer may agree in a particular instance in their sole discretion. In the case of a request Issuer to issue or cause the for an initial issuance of a Letter of Credit, such Letter of Credit application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by delivering such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to Issuerbe presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, with a copy such Letter of Credit application shall specify in form and detail satisfactory to Agent at the Payment Office, prior applicable L/C Issuer (1) the Letter of Credit to 1:00 p.m., at least five be amended; (52) Business Days prior to the proposed date of issuance, such Issuer’s form amendment thereof (which shall be a Business Day); (3) the nature of Letter of Credit Application the proposed amendment; and (the “Letter of Credit Application”4) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information matters as Agent or such L/C Issuer may reasonably requestrequire. Additionally, the Borrower shall furnish to the applicable L/C Issuer shall not issue any and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any LOC Documents, as such L/C Issuer or the Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit application, the applicable L/C Issuer will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit application from the Borrower and, if not, such L/C Issuer will provide the Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Agent or any Lender the Borrower, at least one Business Day prior to the requested date of issuance of the applicable Letter of Credit, that one or more of the applicable conditions set forth contained in Section 8.2 of this Agreement have 5.2 shall not been satisfied or then be satisfied, then, subject to the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit shall, among other things, (i) provide for the payment account of sight draftsthe Borrower, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the terms thereof issuance of each Letter of Credit, each Lender shall be deemed to, and when accompanied by hereby irrevocably and unconditionally agrees to, purchase from the documents described therein and (ii) have applicable L/C Issuer a risk participation in such Letter of Credit in an expiry date not later than twelve (12) months after amount equal to the product of such Lender’s Commitment Percentage times the amount of such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, The Company may from time to time request Issuer the Issuing Lender to issue a Standby L/C or cause the issuance of a Letter of Credit Commercial L/C by delivering to Issuerthe Issuing Lender, with a copy to Agent at the Payment OfficeAdministrative Agent, prior a written request to 1:00 p.m.issue in the form of Exhibit N (a "LETTER OF CREDIT REQUEST"), at least five (5) Business Days prior to together with the proposed date of issuance, such Issuer’s form of such Letter of Credit Application (which shall comply with the “Letter applicable requirements of Credit Application”this agreement) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer which the Issuing Lender may reasonably request. Issuer shall not issue ; PROVIDED that if the Issuing Lender informs the Company that it is for any requested reason unable to open such Letter of Credit, the Company may request any Lender to open such Letter of Credit if upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 3.5 through 3.14, 7.1 and 7.2 shall be deemed to be a reference to such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonissuing Lender. (b) Each Letter of Credit Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its reasonable discretion, (ii) be denominated in Dollars and issued payable on a sight basis unless otherwise agreed by the Issuing Lender in its sole discretion and (iiiii) have an expiry date occurring not later than twelve 365 days (12or such longer duration as may be agreed upon by the Issuing Lender) months after the date of issuance of such Letter of Credit’s date of issuance Credit and may be automatically extended for additional periods equal to the initial term, but in no event case shall any Letter of Credit have an expiry date occurring later than ten days prior to the last day of Revolving Credit Termination Date. To the Term. Each standby extent possible, each Letter of Credit shall be issued subject either to the Uniform Customs and Practice for Documentary Credits as most recently published and/or to the extent not inconsistent therewith, the laws of the State of New York. In the event that the Issuing Lender of any Commercial L/C is other than the Administrative Agent, such Issuing Lender will send by facsimile transmission to the International Chamber Administrative Agent, promptly on the first Business Day of Commerce at the time a each week, its daily aggregate Letter of Credit is issued (Stated Amount for Commercial L/Cs for the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590)previous week. The Administrative Agent shall deliver to each Participating Lender, or any subsequent revision thereof at the time a standby upon each calendar month end and upon each Letter of Credit is issuedfee payment, as determined a report setting forth for such period the daily aggregate Stated Amount available to be drawn under the Commercial Letters of Credits issued by Issuer, and each trade Letter of Credit shall be subject to all the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderIssuing Lenders during such period. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any BorrowerUS Borrowers, may request Issuer Agent, upon three (3) Business Days’ prior written notice submitted on or before 10:00 a.m., to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such IssuerAgent’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrowing Agent, on behalf of US Borrowers, also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts or other written demand 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 such Letter of Credit’s date of issuance and in no event event, unless in each case otherwise agreed to by Agent in its sole and absolute discretion (and subject to terms and conditions satisfactory to Agent including, without limitation, the 105% cash collateralization requirement set forth in Section 3.2(b) of this Agreement), later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by IssuerAgent, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, Administrative Borrower may request Issuer Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent US Issuer’s or Canadian Issuer’s (as applicable) standard form of letter of credit application, with a copy to Agent at the Payment Officeif requested, prior to 1:00 p.m.letter of credit security agreement, at least five (5) Business Days prior and such other related documents as may be reasonably required pursuant to the proposed date of issuanceterms thereof (collectively, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) and any draft, if applicable, completed to the satisfaction of Agent and Issuer; andAgent, together with such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, drafts or acceptances of usance issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein therein, (ii) be denominated in Dollars, and (iiiii) have an expiry date not later than twelve one (121) months year after such Letter of Credit’s date of issuance issuance, and in no event having an expiry date later than five (5) Business Days prior to the last day Termination Date unless Loan Parties provide cash collateral equal to not less than one hundred five (105%) percent of the Term. Each standby face amount thereof to be held by Agent pursuant to a cash collateral agreement in form and substance reasonably satisfactory to Agent; provided, that, any Letter of Credit with a one (1) year term may provide for the renewal thereof for additional one (1) year periods (which shall be subject either in no event extend beyond the date referred to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued in clause (the “UCP”iii) or the International Standby Practices (International Chamber of Commerce Publication Number 590above), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Administrative Borrower for a Letter of Credit hereunder, but any failure to so notify Lenders shall not reduce any liability or any obligation of the Lenders hereunder or any rights of Agent hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentSubject to the terms and conditions hereof, the Issuing Bank, on behalf of any Borrowerthe Banks, may request Issuer and in reliance on the agreement of the Banks set forth in subsection 3.10, agrees to issue for the account of the Company, from time to time during the Working Capital Commitment Period, Letters of Credit. The Company may from time to time request the Issuing Bank to issue a Trade L/C or cause the issuance of a Letter of Credit Standby L/C by delivering to Issuerthe Issuing Bank at its address specified in subsection 11.2, with a copy to Agent at letter of credit application in the Payment Office, prior to 1:00 p.m., at least five Issuing Bank's then customary form for Trade L/Cs (5a "Trade L/C Application") Business Days prior to or an application in the proposed date of issuance, such Issuer’s Issuing Bank's customary form of Letter of Credit Application for Standby L/Cs (the “Letter of Credit a "Standby L/C Application”") completed to the satisfaction of Agent and Issuer; andthe Issuing Bank, together with such other certificates, documents and other papers and information as Agent or Issuer the Issuing Bank may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein and Company as shall be acceptable to the Issuing Bank in its reasonable discretion, (ii) as to Trade L/C's, have an expiry date not later than twelve (12) months 120 days after such Letter of Credit’s the date of issuance of such Trade L/C and in no event as to both Trade L/C's and Standby L/C's have an expiry date not later than the last day of the TermWorking Capital Termination Date. Each standby L/C Application and each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (1983 Revisions), International Chamber of Commerce Publication Number 590), or any No. 400 and subsequent revision revisions thereof at the time approved by a standby Letter Congress of Credit is issued, as determined by Issuersuch Chamber, and each trade Letter if requested by the Issuing Bank, Article V of Credit shall be subject the UCC and, to the UCP. In additionextent not inconsistent therewith, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders laws of the request by Borrowing Agent for a Letter State of Credit hereunderTennessee.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. (New York City time), at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless Agent, Issuer and Borrowing Agent agree for such Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) hereof. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder.. ​ ​ (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any applicable Borrower, may request the applicable Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the applicable Payment Office, prior to 1:00 p.m., Eastern Standard Time, at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; applicable Issuer and, such other certificates, documents and other papers and information as Agent or applicable Issuer may reasonably request. The applicable Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 8.3 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, the applicable Issuer and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill xxxx of lading that includes a condition that the original bill xxxx of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. (New York time), at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement ​ ​ hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless Agent, Issuer and Borrowing Agent agree for such Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) hereof. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request any Issuer to issue or cause the issuance of a Letter of Credit by delivering to such Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. (New York City time), at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and such Issuer; and, such other certificates, documents and other papers and information as Agent or such Issuer may reasonably request. No Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term, unless Agent, Issuer and Borrowing Agent agree for such Letter of Credit to be cash collateralized immediately upon the expiration of the Term, pursuant to Section 3.2(b) hereof. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by the applicable Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. Upon the request of the Borrowers, and subject to the conditions set forth in Article V hereof and such other conditions to the opening of Letters of Credit as the Agent reasonably requires of its customers generally, the Agent shall from time to time open commercial and standby letters of credit (aeach, a "Letter of Credit") Borrowing Agentfor the account of the Borrowers, on behalf the aggregate undrawn amount of all outstanding Letters of Credit not at any Borrowertime to exceed $10,000,000; provided, however, that neither Borrower may request Issuer the Agent to issue or cause the issuance of open a Letter of Credit if after giving effect thereto (measured by delivering to Issuerthe face amount of such Letter of Credit) Availability would be less than zero (or so long as Section 7.09(c) shall remain in effect, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date $10,000,000). The issuance of issuance, such Issuer’s form of each Letter of Credit Application (shall be made on at least three Business Days' prior written notice from the “Borrowers to the Agent, at its Domestic Lending Office, which written notice shall be an application for a Letter of Credit Application”) on the Agent's customary form completed to the reasonable satisfaction of Agent the Agent, together with the proposed form of the Letter of Credit (which shall be reasonably satisfactory to the Agent) and Issuer; and, such other certificates, documents and other papers and information as the Agent or Issuer may reasonably request. Issuer The Agent shall not at any time be obligated to issue any requested Letter of Credit if such Issuer has received notice from issuance would conflict with any applicable provisions of law or cause the Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied to exceed any limits imposed by any Lender's Revolving Credit Commitment or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, sublimit. The expiration date of any (i) provide for commercial Letter of Credit shall not be later than 180 days from the payment date of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms issuance thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each any standby Letter of Credit shall not be subject either to later than 365 days from the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber date of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590)issuance thereof, or and, in any subsequent revision thereof at the time a standby Letter of Credit is issuedevent, as determined by Issuer, and each trade no Letter of Credit shall be subject have an expiration date later than 30 days prior to the UCPRevolving Credit Termination Date. In addition, no trade Letter The Letters of Credit may permit shall be issued with respect of transactions occurring in the presentation ordinary course of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders business of the request by Borrowing Agent for a Letter of Credit hereunderBorrowers.

Issuance of Letters of Credit. Agent agrees to issue Letters of Credit from time to time on the terms set forth in this Agreement, including the following: (ai) Agent shall have no obligation to issue any Letter of Credit unless each of the following conditions precedent have been satisfied: (A) after giving effect to such Letter of Credit, the Working Capital Obligations will not exceed the lesser of the Borrowing Base and the Commitments; (B) such Letter of Credit has an expiration date less than or equal to 12 months; (C) the expiration date of such Letter of Credit shall not extend past the last day of the stated Term; (D) all conditions precedent set forth in Article 3 shall have been satisfied; and (E) Borrower shall have executed and delivered all applications and other agreements and documents as Agent shall have requested (including, without limitation, a reimbursement agreement), each of which shall be in form and substance satisfactory to Agent, on behalf . (ii) If Agent determines that any condition precedent to the issuance of any Borrower, may request Issuer to issue Letter of Credit is not satisfied or cause the receives written notice from a Bank at least five Domestic Business Days before issuance of a Letter of Credit by delivering that any such condition precedent has not been satisfied, Agent shall have no obligation to Issuer, with a copy to Agent at issue the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if (or any other Letter of Credit) until such Issuer has received notice from is withdrawn in writing by Agent or any Lender that one such Bank or more of until the Majority Banks have waived the applicable conditions set forth condition precedent in Section 8.2 accordance with this Agreement. Before receipt of this Agreement any such notice, Agent shall not be deemed to have not been satisfied or the commitments knowledge of Lenders any failure to make Revolving Advances hereunder have been terminated for satisfy any reasonsuch condition precedent. (biii) Each Letter The renewal or extension of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby any Letter of Credit shall be subject either to treated as the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber issuance of Commerce at the time a new Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590)Credit, or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition except that the original bill Borrower need not deliver a new letter of lading is not required credit application unless requested to claim the goods shipped thereunderdo so by Agent. (civ) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or any documents executed and delivered in connection therewith, Agent shall use be entitled to act, and shall be fully protected in acting, upon any certification, documentation, or communication in whatever form believed by Agent, in good faith, to be genuine and correct and to have been signed, sent, or made by a proper Person. Agent may consult with and employ legal counsel, accountants, and other experts to advise it concerning its reasonable efforts obligations, rights, and remedies with respect to notify Lenders the issuance and administration of the request by Borrowing Agent for a Letter Letters of Credit hereunderand such documents and shall be entitled to act (or refuse to act) upon, and shall be fully protected in any action taken (or refused to be taken) in good faith reliance upon, any advice given by such Persons. Agent may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or any documents executed and delivered in connection therewith and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.10:00 a.m. New York time, at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder Commitments have been terminated for terminated. Borrowers also have the right to give instructions and make agreements with respect to any reasonapplication, any applicable letter of credit and security agreement, any applicable Letter of Credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, drafts or other written demands for payment, or acceptances of usance drafts 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 such Letter of Credit’s date of issuance (as such expiry dates may be automatically renewed and extended under the terms of any such Letter of Credit) and in no event later than five (5) Business Days prior to the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, The Company may from time to time request Issuer the Issuing Lender to issue a Standby L/C or cause the issuance of a Letter of Credit Commercial L/C by delivering to Issuer, with a copy to the Administrative Agent at its address specified in subsection 11.2 a letter of credit application in the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s Issuing Lender's then customary form of Letter of Credit Application (the “Letter of Credit "L/C Application”") completed to the satisfaction of Agent the Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer the Issuing Lender may reasonably request. Issuer shall not issue ; provided that if the Issuing Lender informs the Company that it is for any requested reason unable to open such Letter of Credit, the Company may request any Lender to open such Letter of Credit if upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 3.5 through 3.14, 6.1 and 6.2 shall be deemed to be a reference to such Issuer has received notice from Agent issuing Lender. The letters of credit identified on Schedule 3.5 shall at all times on and after the Closing Date be deemed to be a "Letter of Credit" or any Lender that one or more "Letters of the applicable conditions set forth in Section 8.2 Credit" for all purposes of this Agreement have not been satisfied or and the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonother Loan Documents. (b) Each Letter of Credit Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) have an expiry date occurring not later than twelve (12) months 365 days after the date of issuance of such Letter of Credit’s Credit and may be automatically renewed on its expiry date of issuance and for an additional period equal to the initial term, but in no event case shall any Letter of Credit have an expiry date occurring later than the last day of the TermRevolving Credit Termination Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, L/C Application and each trade Letter of Credit shall be subject to the UCP. In additionUniform Customs and, no trade Letter of Credit may permit to the presentation of an ocean bill of lading that includes a condition that extent not inconsistent therewith, the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders laws of the request by Borrowing Agent for a Letter State of Credit hereunderNew York.

Issuance of Letters of Credit. (ai) Borrowing Agent, on behalf of any Borrower, Borrower may request Issuer Issuing Bank to issue or cause the issuance of a Letter of Credit by delivering to IssuerIssuing Bank, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such IssuerIssuing Bank’s form of Letter of Credit Application (the “Letter of Credit Application”) completed to the satisfaction of Agent and IssuerIssuing Bank; and, such other certificates, documents and other papers and information as Agent or Issuer Issuing Bank may reasonably request. Issuer Issuing Bank shall not issue any requested Letter of Credit if such Issuer Issuing Bank has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 3.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances Loans hereunder have been terminated for any reason. (bii) Each Letter of Credit shall, among other things, (iA) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiB) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the TermMaturity Date. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International 074658.16087/126128822v.10 Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderIssuing Bank. (ciii) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Borrower for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m.p.m. Eastern Standard Time, at least five (5) Business Days prior to the proposed date of issuanceissuance or such shorter period as may be agreed to by the Issuer, such Issuer’s 's form of Letter of Credit Application (the “"Letter of Credit Application”") completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) unless otherwise agreed to by Agent and Issuer, have an expiry date not later than twelve (12) months after such Letter of Credit’s 's date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (ai) Borrowing Each Letter of Credit shall be issued upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Agent, on behalf of any Borrower, may request Issuer to issue or cause ) in the issuance form of a Letter of Credit application, appropriately completed and signed by delivering to Issuera Responsible Officer of the Borrower. Such Letter of Credit application must be received by the applicable L/C Issuer and the Agent not later than (i) 4:00 p.m. (Charlotte, with a copy to Agent at the Payment Office, prior to 1:00 p.m., North Carolina time) at least five (5) two Business Days prior to the proposed issuance date of issuancea letter of credit, (ii) 4:00 p.m. (Charlotte, North Carolina time) at least two Business Days prior to the proposed amendment date for a letter of credit, or (iii) such later date and time as the Agent and such L/C Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”) completed application shall specify in form and detail satisfactory to the satisfaction applicable L/C Issuer: (A) the proposed issuance date of Agent and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit application shall specify in form and detail satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any LOC Documents, as such L/C Issuer or the Agent may require. (ii) Promptly after receipt of any Letter of Credit application, the applicable L/C Issuer will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit application from the Borrower and, if not, such L/C Issuer will provide the Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Agent or any Lender the Borrower, at least one Business Day prior to the requested date of issuance of the applicable Letter of Credit, that one or more of the applicable conditions set forth contained in Section 8.2 of this Agreement have 5.2 shall not been satisfied or then be satisfied, then, subject to the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit shall, among other things, (i) provide for the payment account of sight draftsthe Borrower, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the terms thereof issuance of each Letter of Credit, each Lender shall be deemed to, and when accompanied by hereby irrevocably and unconditionally agrees to, purchase from the documents described therein and (ii) have applicable L/C Issuer a risk participation in such Letter of Credit in an expiry date not later than twelve (12) months after amount equal to the product of such Lender’s Commitment Percentage times the amount of such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.

Issuance of Letters of Credit. (a) Borrowing AgentThe Company, on behalf of any Borroweras agent for ----------------------------- the Borrowers, may from time to time request Issuer the Issuing Lender to issue a Standby L/C or cause the issuance of a Letter of Credit Commercial L/C by delivering to Issuer, with a copy to the Administrative Agent at its address specified in subsection 9.2 a letter of credit application in the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s Issuing Lender's then customary form of Letter of Credit Application (the “Letter of Credit "L/C Application”") completed to the --------------- satisfaction of Agent the Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and Issuer; and, such other certificates, documents and other papers and information as Agent or Issuer the Issuing Lender may reasonably request. Issuer shall not issue ; provided that if the -------- Issuing Lender informs the Company that it is for any requested reason unable to open such Letter of Credit, the Company, as agent for the Borrowers, may request any Lender to open such Letter of Credit if upon the same terms offered to the Issuing Lender and each reference to the Issuing Lender for purposes of subsections 2.5 through 2.14, 5.1 and 5.2 shall be deemed to be a reference to such Issuer has received notice from Agent issuing Lender. The letters of credit identified on Schedule 2.5 shall at all times on and after the Closing Date be deemed to be a "Letter of Credit" or any Lender that one or more "Letters of the applicable conditions set forth in Section 8.2 Credit" for all purposes of this Agreement have not been satisfied or and the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonother Loan Documents. (ba) Each Letter of Credit Standby L/C and Commercial L/C issued hereunder shall, among other things, (i) provide be for the payment account of sight draftsthe Company, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder (ii) be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (iiiii) have an expiry date occurring (A) in the case of any Standby L/C, not later than twelve 365 days (12or such later date as may be agreed to by the Issuing Lender) months after the date of issuance of such Standby L/C and (B) in the case of any Commercial L/C, not later than 120 days (or such later date as may be agreed to by the Issuing Lender) after the date of issuance of such Commercial L/C. Each Letter of Credit issued hereunder may be automatically renewed on its expiry date for an additional period equal to the initial term, but in no case shall any Letter of Credit have an expiry date, or permit payment of any draft drawn thereunder on any date, occurring later than the Termination Date. Except as otherwise provided for in any Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (International Chamber of Commerce Publication Number 590), or any subsequent revision thereof at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In additionUniform Customs and, no trade Letter of Credit may permit to the presentation of an ocean bill of lading that includes a condition that extent not inconsistent therewith, the original bill of lading is not required to claim the goods shipped thereunder. (c) Agent shall use its reasonable efforts to notify Lenders laws of the request by Borrowing Agent for a Letter State of Credit hereunderNew York.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf of any Borrower, Borrower may request Issuer Agent to issue or cause the issuance of a Letter of Credit in a Permitted Currency by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least five (5) Business Days prior to the proposed date of issuance, such Issuer’s Agent's form of Letter letter of Credit Application credit application (the “"Letter of Credit Application”") completed to the satisfaction of Agent and IssuerAgent; and, such other certificates, documents and other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue Borrower also has the right to give instructions and make agreements with respect to any requested application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reasonCredit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, drafts or acceptances of usance drafts 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 six (6) months after such Letter of Credit's date of issuance for documentary Letters of Credit or twelve (12) months after such Letter of Credit’s 's date of issuance for standby Letters of Credit and in no event later than three hundred sixty-five (365) days after the last day of the Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (1993 Revision), International Chamber of Commerce Publication Number 590)No. 500, and any amendments or any subsequent revision thereof at adhered to by the time a standby Letter of Credit is issuedIssuer and, as determined by Issuer, and each trade Letter of Credit shall be subject to the UCP. In additionextent not inconsistent therewith, no trade Letter the laws of Credit may permit the presentation State of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderNew York. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent Borrower for a Letter of Credit hereunder. (d) Agent shall have absolute discretion whether to accept any draft. Without in any way limiting Agent's absolute discretion whether to accept any draft, Borrower will not present for acceptance any draft, and Agent will generally not accept any drafts (i) that arise out of transactions involving the sale of goods by Borrower not in Borrower's Ordinary Course of Business, (ii) that involve a sale to an Affiliate of Borrower, (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms requested by Agent, (iv) for which Agent is unable to locate a purchaser in Agent's Ordinary Course of business on standard terms, or (v) that is not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act.

Issuance of Letters of Credit. (a) Borrowing Agent, on behalf a. Any Authorized Officer of any Borrower, Borrower may from time to time request Issuer to issue or cause the issuance of that a Standby Letter of Credit or Commercial Letter of Credit be issued by delivering to Issuer, L/C Issuer (with a copy telecopy to the Agent at the Payment Office, prior to 1:00 p.m.Bank) on a Banking Business Day, at least five (5) Banking Business Days prior to the proposed date of such proposed issuance, such an L/C Agreement in L/C Issuer’s 's then standard form (consistent with the terms of Letter of the Credit Application (the “Letter of Credit Application”) Agreement), completed to the satisfaction of Agent L/C Issuer and Issuer; and, such other certificates, documents and other papers and information certificates as Agent or the L/C Issuer may reasonably request. Issuer ; provided, however, that no Letter of Credit shall not issue be issued (a) if any Default or Event of Default has occurred and remains continuing, or (b) if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit would exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00), or (c) the Stated Amount of the requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of exceeds the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Maximum Availability. Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts, other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied shall be issued by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such L/C Issuer on the Banking Business Day specified in the Borrower's application therefor. Each request for a Letter of Credit’s date of issuance Credit and in no event later than the last day of the Term. Each standby each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (Credits, International Chamber of Commerce Publication Number 590)New 1994 Revision No. 500, or any subsequent revision thereof at the time a standby successor publication then in effect. Each Standby Letter of Credit will be issued for a term not greater than one (1) year and shall not include any provision for automatic renewal. Each Commercial Letter of Credit will be issued for a term not greater than one hundred eighty (180) calendar days. In no event shall any Letter of Credit have a Stated Expiry Date later than thirty (30) days prior to the Maturity Date. Promptly after receipt of each request for the issuance of a Letter of Credit and immediately prior to the issuance b. Upon presentation of a draft drawn under any Letter of Credit, L/C Issuer shall promptly notify the Agent Bank and Borrower of the amount under such draft and the date upon which such draft is issuedto be funded. On or before two (2) Banking Business Days following such notice (unless Borrower has made other arrangements acceptable to the L/C Issuer to pay the amount of such draft in full), Borrower shall advance to L/C Issuer the amount of such draft from Borrower's available funds or shall request a Borrowing under the Credit Facility in an amount sufficient to pay the amount of such draft in full. The Agent Bank, upon receipt of such funds from the Lenders, shall automatically provide such amount to the L/C Issuer for payment of the amount of such draft and the balance of the Borrowing shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrower fails to advance to L/C Issuer the amount of such draft from Borrower's available funds or to request a Borrowing within two (2) Banking Business Days from receipt of the notice as determined specified above, on the third (3rd) Banking Business Day following Agent Bank's receipt of such notice, Agent Bank shall, without notice to or consent of the Borrower and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, cause a Borrowing to be made and funded by the Lenders under the Credit Facility in the amount necessary to pay the amount of such draft in full. Upon the occurrence of any Event of Default, L/C Issuer shall, without notice or further authorization or consent of Borrower whatsoever, be authorized to immediately cause the Cash Collateral Account to be established and funded by Lenders with a Borrowing advanced to Agent Bank equal to the aggregate amount of the L/C Exposure then outstanding. All amounts held by L/C Issuer in the Cash Collateral Account shall be held as security for the repayment of any L/C Reimbursement Obligation thereafter arising pursuant to the terms of the L/C Agreement(s) and the Cash Collateral Pledge Agreement. Borrowings advanced by Lenders to pay drafts drawn upon or to secure repayment of the L/C Exposure under Letters of Credit pursuant to this subsection shall: (i) constitute Borrowings under the Credit Facility, (ii) initially be Base Rate Loans and (iii) be subject to all of the provisions of this Credit Agreement concerning Borrowings under the Credit Facility, except that such Borrowings shall be made upon demand of the Agent Bank as set forth above rather than upon Notice of Borrowing by Borrower and shall be made, notwithstanding anything in this Credit Agreement to the contrary, without regard to any other conditions precedent to the making of Borrowings under the Credit Agreement and notwithstanding any Default or Event of Default thereunder. All amounts paid by L/C Issuer on a draft drawn under any Letter of Credit which has not been funded or concurrently reimbursed by Borrower or through a Borrowing as provided hereinabove, shall bear interest at the Base Rate plus the Applicable Margin per annum until repaid or reimbursed to L/C Issuer. c. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed amounts outstanding under any Letter of Credit pursuant hereto is several, and each trade not joint or joint and several. The failure of any Lender to perform its obligation to advance a Borrowing in a proportionate amount of such Lender's Syndication Interest of any unreimbursed amounts outstanding under a Letter of Credit will not relieve any other Lender of its obligation hereunder to d. Letters of Credit shall be subject used and issued for the benefit of Borrower for the general corporate purposes of Borrower relating to the UCP. In addition, no trade Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunderHotel/Casino Facility. (c) Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing Agent for a Letter of Credit hereunder.