Common use of Issuance Procedures Clause in Contracts

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower WWI may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for WWI's account or for the account of any wholly-owned U.S. Subsidiary of WWI that is a party to the Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Administrative Agent for the benefit of the Borrower (whether Lenders pursuant to the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) WWI Pledge Agreement, in such form as may be requested by the Borrower WWI and approved by the Issuer, solely for the purposes described in Section SECTION 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower WWI hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower WWI or a Subsidiary of the BorrowerWWI). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering To obtain a Letter of Credit, Borrower must complete and execute a Letter of Credit Agreement and submit it to Issuing Lender. In no event will Issuing Lender have any obligation to act upon an oral request for a Letter of Credit or any request that otherwise does not conform to Issuing Lender’s policies and procedures. Upon receipt of a completed and executed Letter of Credit Agreement and provided Borrower has met the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, requirements in this Agreement for the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, Administrative Agent will process the application in accordance with the policies, procedures and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period requirements of Issuing Lender then in effect. If the application meets the requirements of Issuing Lender and is acceptable within the policies of Issuing Lender then in effect, Issuing Lender will issue the requested Letter of Credit to the Issuer) prior to beneficiary thereof. By the then existing Stated Expiry Date issuance of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of Credit (or an amendment to a Letter of CreditCredit increasing the amount thereof) and without any further action on the part of Issuing Lender or the other Lenders, that the Issuer issueIssuing Lender hereby grants to each Lender, or extend the Stated Expiry Date ofand each Lender hereby acquires from Issuing Lender, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on a participation in such Letter of Credit is the Borrower or a Subsidiary equal to such Lender’s respective Commitment Amount Percentage of the Borrower) aggregate amount available to be drawn under such Letter of Credit. In consideration and in such form as may be requested by furtherance of the Borrower foregoing, each Lender hereby absolutely and approved by the Issuerunconditionally agrees to pay to Administrative Agent, for the purposes described in Section 7.1.9; providedaccount of Issuing Lender, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan such Lender’s Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original Amount Percentage of each Letter of Credit which it issues hereunderdisbursement made by Issuing Lender and not reimbursed by Borrower on the date due as provided in paragraph (c) of this Section 2.21, or of any reimbursement payment required to be refunded to Borrower for any reason. Subject to Section 8.2(a), each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 2:00 p.m. (New York City time, ) on a Business DayDay not less than 30 days prior to the Revolving Loan Commitment Termination Date, the each Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit’ notice, that the such L/C Issuer issue, issue or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the such Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.10. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuanceissuance and (ii) five Business Days prior to the Stated Maturity Date for the Revolving Loans; provided, however, that a Letter of Credit may, if requested by a Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five Business Days prior to the Stated Maturity Date for the Revolving Loans), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of either Borrower conflicts with this Agreement, the provisions of this Agreement shall govern. (b) No L/C Issuer shall be under any obligation to issue any Letter of Credit if at the time of request of such issuance any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any requirement of Law applicable to such L/C Issuer or any directive from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it. No L/C Issuer shall be required to amend, extend or renew any Letter of Credit if at the time of the request therefor it would not be required to issue a Letter of Credit as provided in this clause. (c) If the L/C Issuer is the Administrative Agent, it will notify the Revolving Lenders, within three Business Days after the end of each calendar month, of all issuance, renewal and amendment to Letters of Credit during the preceding calendar month. If the L/C Issuer is not the Administrative Agent it will notify the Administrative Agent promptly (and, in any event, within three Business Days following the occurrence thereof) of the issuance, renewal and amendment of all Letters of Credit issued by it.

Issuance Procedures. By delivering to the Administrative Agent and the relevant Issuer an Issuance Request on or before 12:00 noon, New York City time, 10:00 a.m. on a Business Day, the Parent Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)’ notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) ’ prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a Standby Letter of Credit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its sole discretion), that an Issuer issue a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable of a Standby Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) Credit, in such form as may be requested by the Parent Borrower and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided7.1.7. In connection with any Issuance Request the Parent Borrower and/or applicable Subsidiary shall have executed and delivered such applications, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent agreements and other instruments relating to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on as such Letter Issuer shall have reasonably requested consistent with its then current practices and procedures with respect to letters of Credit is the Borrower or a Subsidiary credit of the Borrower). Upon receipt same type, provided that in the event of an Issuance Requestany conflict between any such application, agreement or other instrument and the provisions of this Agreement, the Administrative Agent provisions of this Agreement shall promptly notify the Issuer and each Lender thereofcontrol. Each Standby Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Termination Date or (ii) unless otherwise agreed to by an Issuer, in its sole discretion, one year from the date of its issuance (provided that each Standby Letter of Credit may, with the consent of the Issuer thereof in its sole discretion, provide for automatic renewals for one year periods (which in no event shall extend beyond the Revolving Loan Termination Date)). Each Commercial Letter of Credit shall by its terms be stated to expire on a date no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Termination Date or (ii) unless otherwise agreed to by an Issuer, in its sole discretion, 180 days from the date of its issuance. The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. Each Issuer shall provide periodic reporting of Letters of Credit issued by such Issuer in a manner, and in time periods, mutually acceptable to the Administrative Agent and such Issuer. Unless notified by the Administrative Agent in writing prior to the issuance of a Letter of Credit, the applicable Issuer shall be entitled to assume that the conditions precedent to such issuance have been met.

Issuance Procedures. By delivering to the Administrative Agent and the relevant Issuer an Issuance Request on or before 12:00 noon, New York City time, 10:00 a.m. on a Business Day, the Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)’ notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) ’ prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a Standby Letter of Credit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its sole discretion), that an Issuer issue a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable of a Standby Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) Credit, in such form as may be requested by the Borrower and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension7.1.7. Notwithstanding anything to the contrary contained herein or in In connection with any separate application for any Letter of Credit, Issuance Request the Borrower hereby acknowledges and/or applicable Subsidiary shall have executed and agrees that it shall be obligated delivered such applications, agreements and other instruments relating to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on as such Letter Issuer shall have reasonably requested consistent with its then current practices and procedures with respect to letters of Credit is the Borrower or a Subsidiary credit of the Borrower). Upon receipt same type, provided that in the event of an Issuance Requestany conflict between any such application, agreement or other instrument and the provisions of this Agreement, the Administrative Agent provisions of this Agreement shall promptly notify the Issuer and each Lender thereofcontrol. Each Standby Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Extended Termination Date or (ii) unless otherwise agreed to by an Issuer, in its sole discretion, one year from the date of its issuance (provided that each Standby Letter of Credit may, with the consent of the Issuer thereof in its sole discretion, provide for automatic renewals for one year periods (which in no event shall extend beyond the Extended Termination Date)). Each Commercial Letter of Credit shall by its terms be stated to expire on a date no later than the earlier to occur of (i) five Business Days prior to the Extended Termination Date or (ii) unless otherwise agreed to by an Issuer, in its sole discretion, 180 days from the date of its issuance. The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. Each Issuer shall provide periodic reporting of Letters of Credit issued by such Issuer in a manner, and in time periods, mutually acceptable to the Administrative Agent and such Issuer. Unless notified by the Administrative Agent in writing prior to the issuance of a Letter of Credit, the applicable Issuer shall be entitled to assume that the conditions precedent to such issuance have been met.

Issuance Procedures. (a) By delivering to the Administrative Agent and the relevant Issuer an Issuance Request on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business Day, the Borrower Representative may, from time to time irrevocably request, on not less than three nor more than ten five Business Days' notice (or that such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower Representative and approved by the such Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.10. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (iia) one year from the date of its issuanceissuance and (b) five Business Days prior to the Revolving Loan Commitment Termination Date. The relevant Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists, the relevant Issuer may issue the requested Letter of Credit in accordance with such Issuer's customary practices. (b) No Issuer shall be under any obligation to issue any Letter of Credit if at the time of request of such issuance any order, judgment or decree of any governmental authority shall by its terms purport to enjoin or restrain such Issuer from issuing such Letter of Credit, or any requirement of law applicable to such Issuer or any directive from any governmental authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon such Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuer in good xxxxx xxxxx material to it. Such Issuer shall not be required to amend, extend or renew any Letter of Credit if at the time of the request therefor it would not be required to issue a Letter of Credit as provided in this clause (b).

Issuance Procedures. By delivering (a) On the Settlement Date, Parent shall issue, and cause to be deposited with the Rights Agent, a number of Parent A Shares equal to the Administrative Agent an Issuance Request on Aggregate CVR Shares. On the Settlement Date or before 12:00 noonas promptly as practicable thereafter, New York City time, on a Business Daysubject to Section 3.4(c) below, the Borrower may, Rights Agent shall cause the applicable number of CVR Shares to be registered in the name of each of the Holders as reflected in the CVR Register as of the close of business on the last Business Day prior to such issuance date. (b) The number of Parent A Shares issued in respect of each CVR from time to time irrevocably request, on not less than three nor more than ten Business Days' notice the Available Class B Merger Consideration CVR Shares (or such shorter or longer notice as may the “CVR Shares”) shall be acceptable equal to the Issuer), in quotient obtained by dividing $1,000 by the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of CreditReference Price; provided, that the Issuer issuenumber of Parent A Shares allocated to the CVRs shall be pro-rated in the event there are insufficient Available Class B Merger Consideration CVR Shares remaining for allocation to the CVRs. For all purposes above, fractional CVRs shall represent a proportionate number of CVR Shares; provided, however, that no fractional Parent A Shares (or extend certificate or scrip representing the Stated Expiry same) shall be issued upon the settlement of any CVRs hereunder. Notwithstanding any other provision of this Agreement, each Holder of CVRs who would otherwise have been entitled to receive a fraction of a Parent A Share upon settlement of such Holder’s CVRs hereunder (after aggregating all CVRs of such Holder that are subject to this Agreement) shall receive, in lieu thereof, an amount of cash (rounded to the nearest whole cent), without interest, equal to such fractional amount multiplied by the Reference Price. Whenever a payment for fractional Parent A Shares or fractional shares is to be made by the Rights Agent under any section of this Agreement, Parent shall (i) promptly deliver to the Rights Agent a certificate setting forth the amount of any such payment and calculation related thereto and (ii) cash in the amount of such payment to the Rights Agent by wire transfer of immediately available funds to make such payment to the applicable Holder by check mailed to such Holder as reflected in the CVR Register or by wire transfer of immediately available funds. The Rights Agent shall not be liable to any Holder or Parent for the amount of any cash payment made to such Holder on behalf of Parent in accordance with the amount set forth in such certificate. (c) Parent’s obligation to issue and cause to be deposited with the Rights Agent the applicable number of CVR Shares, and the Rights Agent’s obligation to cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares shall be conditioned on the execution and delivery by such Holder of a lockup agreement with Parent, substantially in the form attached hereto as Exhibit A (a “Lock-Up Agreement”); provided, however, that the Rights Agent’s obligation to cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares to a Holder shall not be conditioned on the execution and delivery by such Holder of a Lock-Up Agreement if (i) such Holder or any of its Affiliates shall have entered into a lockup agreement with Parent in connection with the PIPE Investment (such lockup agreement, a “PIPE Lock-Up Agreement”) or (ii) the Settlement Date ofis the Settlement Outside Date and the Merger consideration CVR Shares have not been, as of such date, registered for resale pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; provided, further, that Rights Agent shall have no duty to act without the written instruction of Parent with respect to the foregoing. (d) Without limiting the other provisions of this Agreement, if at any time during the period between the execution of this Agreement and the Settlement Date (or if applicable, the Final Settlement Time), any change in the number or type of outstanding Parent A Shares shall occur as a result of a reclassification, recapitalization, exchange, stock split (including a reverse stock split), combination or readjustment of capital stock, shares or any stock dividend or stock distribution with a record date during such period (including any such reclassification, recapitalization, exchange, stock split, combination or readjustment of capital stock, shares or any stock dividend or stock distribution in connection with a consolidation, merger or combination in which Parent is the continuing or surviving corporation), the CVR Shares and any other similarly dependent items, as the case may be, an irrevocable Letter shall be appropriately equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 3.4(d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of Credit this Agreement. (e) If, at any time prior to the Settlement Date (or, if applicable, the Final Settlement Time) Parent effects any Change of Control Transaction, then, upon any Settlement Date, each Holder shall have the right to receive, on behalf of the Borrower Settlement Date, for each CVR Share that would have been issuable upon the Settlement Date the same consideration (whether in the account party on such Letter of Credit is same amount and form) per Parent A Share payable to the Borrower or a Subsidiary of the Borrower) holders thereof in such form Change of Control Transaction. For purposes hereof, the determination of Pre-Settlement VWAP shall be appropriately adjusted to refer to such consideration instead of Parent A Shares. If holders of Parent A Shares are given any right of election as may to the securities, cash or property to be requested received in such Change of Control Transaction, then each Holder shall be given the same right of election. To the extent necessary to effectuate the foregoing provisions, Parent shall ensure that any successor to Parent or the surviving entity in such Change of Control Transaction shall agree to be bound by the Borrower and approved by terms of this Agreement. In the Issuerevent that the Final Settlement Time occurs after the Settlement Date, for references herein to Settlement Date shall mean as promptly as practicable following the purposes described in Section 7.1.9; provided, however, that no extension Change of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunderControl Transaction.

Issuance Procedures. By delivering (1) On the Restatement Date, each Existing Letter of Credit shall be deemed to have been issued hereunder and shall be a “Letter of Credit” for all purposes hereof. (a) The Company shall give notice to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, and the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day, Day which is at least three Business Days (or such lesser number of days as the Borrower may, from time Administrative Agent and the applicable Issuing Lender shall agree in any particular instance) prior to time irrevocably request, on not less than three nor more than ten Business Days' the proposed date of issuance of such Letter of Credit; provided that at least five days’ prior notice (or such shorter or longer lesser number of days as the Administrative Agent and the applicable Issuing Lender shall agree in any particular instance) shall be required in respect of each Letter of Credit to be denominated in a Facility A Currency. Each such notice as may shall be acceptable accompanied by an L/C Application, duly executed by the Company (together with any Subsidiary for the joint account of which the related Letter of Credit is to be issued) and in all respects reasonably satisfactory to the Issuer)Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or such Issuing Lender may reasonably request in support thereof, it being understood that each L/C Application shall specify, among other things, the case date on which the proposed Letter of an initial issuance Credit is to be issued, the amount of a such Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, currency in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on which such Letter of Credit is the Borrower to be denominated, which shall be Dollars or a Subsidiary of the Borrower) in Facility A Currency, whether such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent is to be transferable and the expiration date of such Letter of Credit (which shall not be later than the earlier of (i) two years from the Revolving Loan Commitment Termination Date date of issuance thereof and (ii) one year from the date of such extension. Notwithstanding anything seven days prior to the contrary contained herein Revolving Maturity Date (unless either (A) all of the Facility A Revolving Lenders and the applicable Issuing Lender have approved such expiration date or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on B) such Letter of Credit is a Supported Letter of Credit or the Borrower or Company confirms in writing to the applicable Issuing Lender not later than the seventh day prior to the Revolving Maturity Date that such Letter of Credit will be a Subsidiary Supported Letter of Credit on the BorrowerRevolving Maturity Date and such Letter of Credit is in fact a Supported Letter of Credit on the Revolving Maturity Date; provided that such expiration date shall not be later than one year after the Revolving Maturity Date)). Upon receipt So long as the applicable Issuing Lender has not received written notice that the conditions precedent to the issuance of an Issuance Requesta Letter of Credit have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The applicable Issuing Lender shall promptly advise the Administrative Agent shall promptly notify of the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original issuance of each Letter of Credit which it issues hereunderand of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. Notwithstanding any other provision of this Agreement, no Issuing Lender shall have any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuance of such Letter of Credit would violate any law, rule or regulation or any policy of such Issuing Lender; (iii) such Letter of Credit is to be denominated in a currency other than Dollars or any Facility A Currency; or (iv) a default of any Facility A Revolving Lender’s obligation to fund under Section 2.3.5 exists or any Facility A Revolving Lender is otherwise a Defaulting Lender, unless such Letter of Credit is a Supported Letter of Credit, such Facility A Revolving Lender’s obligation to fund under Section 2.3.5 has been Cash Collateralized or such Issuing Lender has otherwise entered into satisfactory arrangements with the Company or such Facility A Revolving Lender to eliminate such Issuing Lender’s risk with respect to such Facility A Revolving Lender. Without limiting the foregoing, the Company shall cause all Letters of Credit that are outstanding on the Revolving Maturity Date to be Supported Letters of Credit on or prior to the Revolving Maturity Date if such Letters of Credit are to remain outstanding after the Revolving Maturity Date.

Issuance Procedures. By delivering To obtain a Letter of Credit, Borrower must complete and execute a Letter of Credit Agreement and submit it to Issuing Lender. In no event will Issuing Lender have any obligation to act upon an oral request for a Letter of Credit or any request that otherwise does not conform to Issuing Lender’s policies and procedures. Upon receipt of a completed and executed Letter of Credit Agreement and provided Borrower has met the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, requirements in this Agreement for the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, Administrative Agent will process the application in accordance with the policies, procedures and not less than three nor more than requirements of Issuing Lender then in effect. If the application meets the requirements of Issuing Lender and is within the policies of Issuing Lender then in effect, within ten Business Days' notice (unless a shorter or longer notice period is acceptable 10) days after satisfaction of all conditions and requirements herein, Issuing Lender will issue the requested Letter of Credit to the Issuer) prior to beneficiary thereof. By the then existing Stated Expiry Date issuance of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of Credit (or an amendment to a Letter of CreditCredit increasing the amount thereof) and without any further action on the part of Issuing Lender or the other Lenders, that the Issuer issueIssuing Lender hereby grants to each Lender, or extend the Stated Expiry Date ofand each Lender hereby acquires from Issuing Lender, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on a participation in such Letter of Credit is the Borrower or a Subsidiary equal to such Lender’s respective Commitment Amount Percentage of the Borrower) aggregate amount available to be drawn under such Letter of Credit. In consideration and in such form as may be requested by furtherance of the Borrower foregoing, each Lender hereby absolutely and approved by the Issuerunconditionally agrees to pay to Administrative Agent, for the purposes described in Section 7.1.9; providedaccount of Issuing Lender, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan such Lender’s Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original Amount Percentage of each Letter of Credit which it issues hereunderdisbursement made by Issuing Lender and not reimbursed by Borrower on the date due as provided in paragraph (c) of this Section 2.20, or of any reimbursement payment required to be refunded to Borrower for any reason. Subject to Section 8.2(a), each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Issuance Procedures. By delivering (a) On the Effective Date, each Existing Letter of Credit shall be deemed to have been issued hereunder and shall be a “Letter of Credit” for all purposes hereof. (b) The Company shall give notice to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, and the applicable Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day, Day which is at least three Business Days (or such lesser number of days as the Borrower may, from time Administrative Agent and the applicable Issuing Bank shall agree in any particular instance) prior to time irrevocably request, on not less than three nor more than ten Business Days' the proposed date of issuance of such Letter of Credit; provided that at least five days’ prior notice (or such shorter or longer lesser number of days as the Administrative Agent and the applicable Issuing Bank shall agree in any particular instance) shall be required in respect of each Letter of Credit to be denominated in an Offshore Currency. Each such notice as may shall be acceptable accompanied by an L/C Application, duly executed by the Company (together with any Subsidiary for the joint account of which the related Letter of Credit is to be issued) and in all respects satisfactory to the Issuer)Administrative Agent and the applicable Issuing Bank, together with such other documentation as the Administrative Agent or such Issuing Bank may reasonably request in support thereof, it being understood that each L/C Application shall specify, among other things, the case date on which the proposed Letter of an initial issuance Credit is to be issued, the amount of a such Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, currency in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on which such Letter of Credit is the Borrower to be denominated, which shall be Dollars or a Subsidiary of the Borrower) in an Offshore Currency, whether such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent is to be transferable and the expiration date of such Letter of Credit (which shall not be later than the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything issuance thereof and (ii) seven days prior to the contrary contained herein Termination Date (unless either (A) all of the Banks have approved such expiration date or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on B) such Letter of Credit is a Supported Letter of Credit or the Borrower or Company confirms in writing to the applicable Issuing Bank not later than the seventh preceding day that such Letter of Credit will be a Subsidiary Supported Letter of Credit on the BorrowerTermination Date and such Letter of Credit is in fact a Supported Letter of Credit on the Termination Date; provided that such expiration date shall not be later than one year after the Termination Date)). Upon receipt So long as the applicable Issuing Bank has not received written notice that the conditions precedent to the issuance of an Issuance Requesta Letter of Credit have not been satisfied, such Issuing Bank shall issue such Letter of Credit on the requested issuance date. The applicable Issuing Bank shall promptly advise the Administrative Agent shall promptly notify of the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original issuance of each Letter of Credit which and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder (it issues hereunderbeing understood that no Issuing Bank shall increase the amount of, or extend the term of, any Letter of Credit unless a replacement Letter of Credit having substantially the same terms as such increased or extended Letter of Credit could be issued at the time of such increase or extension). Notwithstanding any other provision of this Agreement, no Issuing Bank shall have any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuance of such Letter of Credit would violate any law, rule or regulation or any policy of such Issuing Bank; (iii) such Letter of Credit is to be denominated in a currency other than Dollars or any Offshore Currency; or (iv) a default of any Bank’s obligation to fund under Section 2.3.5 exists or any Bank is otherwise a Defaulting Bank, unless such Letter of Credit is a Supported Letter of Credit, such Bank’s obligation to fund under Section 2.3.5 has been Cash Collateralized or such Issuing Bank has otherwise entered into satisfactory arrangements with the Company or such Bank to eliminate such Issuing Bank’s risk with respect to such Bank. Without limiting the foregoing, the Company shall cause all Letters of Credit that are outstanding on the Termination Date to be Supported Letters of Credit on or prior to the Termination Date if such Letters of Credit are to remain outstanding after the Termination Date.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon10:00 a.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)notice, in the case of an initial issuance of a Letter of CreditCredit for the account of the Borrower, and not less than three nor more than ten Business Days' prior notice (to the date any issued Letter of Credit containing an "evergreen" or similar automatic extension feature is scheduled to automatically be extended unless a shorter or longer the beneficiary thereof shall have received notice period is acceptable to the contrary from the Issuer and subject to the Issuer) prior 's right not to extend if the then existing Stated Expiry Date conditions precedent to issuance of such a Letter of CreditCredit would not be satisfied, in the case of a request for the extension of the Stated Expiry Date of a standby Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by complying with the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofprovisions hereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (a) in the case of a standby Letter of Credit, (ix) the Revolving Loan Commitment Termination Date or and (iiy) one year from the date of its issuance; and (b) in the case of a documentary Letter of Credit, (x) the Revolving Loan Commitment Termination Date and (y) 180 days from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Notwithstanding anything to the contrary herein, the letters of credit described in Schedule II hereto are deemed to be "Letters of Credit" hereunder issued by PNC Bank, N.A. (the "PNC Letters of Credit") and PNC Bank, N.A. shall be an "Issuer" hereunder solely (as of the Closing Date) with respect to the PNC Letters of Credit.

Issuance Procedures. By delivering to the Administrative Agent and the relevant Issuer an Issuance Request on or before 12:00 noon, New York City time, 10:00 a.m. on a Business Day, the Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)’ notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) ’ prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a Standby Letter of Credit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its sole discretion), that an Issuer issue a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable of a Standby Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) Credit, in such form as may be requested by the Borrower and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension7.1.7. Notwithstanding anything to the contrary contained herein or in In connection with any separate application for any Letter of Credit, Issuance Request the Borrower hereby acknowledges and/or applicable Subsidiary shall have executed and agrees that it shall be obligated delivered such applications, agreements and other instruments relating to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on as such Letter Issuer shall have reasonably requested consistent with its then current practices and procedures with respect to letters of Credit is the Borrower or a Subsidiary credit of the Borrower). Upon receipt same type, provided that in the event of an Issuance Requestany conflict between any such application, agreement or other instrument and the provisions of this Agreement, the Administrative Agent provisions of this Agreement shall promptly notify the Issuer and each Lender thereofcontrol. Each Standby Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan CommitmentExtended Termination Date or (ii) unless otherwise agreed to by an Issuer, in its sole discretion, one year from the date of its issuance (provided that each Standby Letter of Credit may, with the consent of the Issuer thereof in its sole discretion, provide for automatic renewals for one year periods (which in no event shall extend beyond the Revolving Loan CommitmentExtended Termination Date)). Each Commercial Letter of Credit shall by its terms be stated to expire on a date no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment CommitmentExtended Termination Date or (ii) one year unless otherwise agreed to by an Issuer, in its sole discretion, 180 days from the date of its issuance. The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. Each Issuer shall provide periodic reporting of Letters of Credit issued by such Issuer in a manner, and in time periods, mutually acceptable to the Administrative Agent and such Issuer. Unless notified by the Administrative Agent in writing prior to the issuance of a Letter of Credit, the applicable Issuer shall be entitled to assume that the conditions precedent to such issuance have been met.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than seven (7) Business Days prior to the Maturity Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten (3) Business Days' ’ notice (or such shorter or longer notice period as may be acceptable agreed to by the L/C Issuer), in the case of an initial issuance of that such L/C Issuer issue a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.11. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of issuance and (ii) five (5) Business Days prior to the Maturity Date; provided that (x) a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for automatic renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date unless the Borrower agrees, pursuant to arrangements reasonably satisfactory to the relevant L/C Issuer entered into on or prior to the Maturity Date, to cash collateralize or backstop such Letter of Credit as of the Maturity Date), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal at least seven (7) Business Days prior to the Stated Expiry Date of such Letter of Credit and (y) to the extent acceptable to the Administrative Agent, any L/C Issuer, if requested by the Borrower, may agree to issue a Letter of Credit on terms acceptable to the Administrative Agent and each applicable L/C Issuer with a Stated Expiry Date beyond the date set forth in clause (i) in its issuancesole discretion (but not beyond the date that is five (5) Business Days prior to the Maturity Date unless the Borrower agrees, pursuant to arrangements reasonably satisfactory to the relevant L/C Issuer entered into on or prior to the Maturity Date, to cash collateralize or backstop such Letter of Credit as of the Maturity Date). The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern. (b) No L/C Issuer shall be under any obligation to issue any Letter of Credit if at the time of request of such issuance any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any requirement of Law applicable to such L/C Issuer or any directive from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which such L/C Issuer in good xxxxx xxxxx material to it. No L/C Issuer shall be required to amend, extend or renew any Letter of Credit if at the time of the request therefor it would not be required to issue a Letter of Credit as provided in this clause. (c) If the Administrative Agent is an L/C Issuer, it will notify the Lenders, within three (3) Business Days after the end of each calendar month, of all issuance, renewal and amendment to Letters of Credit during the preceding calendar month. Each L/C Issuer that is not the Administrative Agent will notify the Administrative Agent promptly (and, in any event, within three (3) Business Days following the occurrence thereof) of the issuance, renewal and amendment of all Letters of Credit issued by it.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower WWI may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for WWI’s account or for the account of any wholly-owned U.S. Subsidiary of WWI that is a party to the Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Administrative Agent for the benefit of the Borrower (whether Lenders pursuant to the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) WWI Pledge Agreement, in such form as may be requested by the Borrower WWI and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower WWI hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower WWI or a Subsidiary of the BorrowerWWI). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than thirty (30) days prior to the Revolving Loan Commitment Termination Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten (3) Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit’ notice, that the such L/C Issuer issue, issue or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.11. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or one (ii1) one year from the date of its issuance; and (ii) five (5) Business Days prior to the Maturity Date for the Revolving Loans; provided, however, that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date for the Revolving Loans), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern. (b) No L/C Issuer shall be under any obligation to issue any Letter of Credit if at the time of request of such issuance any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any requirement of Law applicable to such L/C Issuer or any directive from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it. No L/C Issuer shall be required to amend, extend or renew any Letter of Credit if at the time of the request therefor it would not be required to issue a Letter of Credit as provided in this clause. (c) If the Administrative Agent is an L/C Issuer, it will notify the Revolving Lenders, within three (3) Business Days after the end of each calendar month, of all issuances, renewals and amendments to Letters of Credit during the preceding calendar month. Each L/C Issuer that is not the Administrative Agent will notify the Administrative Agent promptly (and, in any event, within three (3) Business Days following the occurrence thereof) of the issuance, renewal and amendment of all Letters of Credit issued by it.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before not later than 12:00 noon, New York City time, noon on a Business Day, the Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a Letter of CreditCredit (in each case, unless a shorter notice period is agreed to by the Issuer, in its sole discretion), that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a any Subsidiary of the BorrowerGuarantor) in such form as may be requested by the Borrower and approved by the IssuerIssuer (such approval not to be unreasonably withheld), solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension7.1.7. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent Guarantor) and shall promptly notify be obligated to reimburse the Issuer and each Lender thereofin accordance with the reimbursement provisions herein. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) 30 days prior to the Revolving Loan Commitment Termination Date in the case of standby Letters of Credit or 10 days prior to the Revolving Loan Commitment Termination Date in the case of trade Letters of Credit or (ii) one year (A) unless otherwise agreed to by the Issuer in its sole discretion 364 days from the date of its issuance. The Issuer will make available issuance in the case of trade Letters of Credit or (B) (1) with respect to the beneficiary thereof the original standby Letters of each Credit having Letter of Credit which Outstandings at any time of $5,000,000 or less in the aggregate, the date 10 days prior to the Revolving Loan Commitment Termination Date and (2) unless otherwise agreed to by the Issuer in its sole discretion, 548 days from the date of its issuance in the case of all other standby Letters of Credit, provided, however that each standby Letter of Credit may without violating this clause (ii) provide by its terms that it issues hereunderwill be automatically extended for additional successive periods of up to one (1) year on terms acceptable to the Issuer of such Letter of Credit.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon1:00 p.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice prior to the then existing Stated Expiry Date of a Letter of Credit (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditIssuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of for the Borrower (whether Borrower's account or for the account party on such Letter of Credit is the Borrower or a any wholly-owned U.S. Subsidiary of the Borrower) , in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionSECTION 7.1.5. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofIssuer. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) in the case of standby (including direct pay) Letters of Credit, one year from the date of its issuance and, in the case of documentary Letters of Credit, 180 days from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering (a) On the Effective Date, each Existing Letter of Credit shall be deemed to have been issued hereunder and shall be a “Letter of Credit” for all purposes hereof. (b) The Company shall give notice to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, and the Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day, Day which is at least three Business Days (or such lesser number of days as the Borrower may, from time Administrative Agent and the Issuing Bank shall agree in any particular instance) prior to time irrevocably request, on not less than three nor more than ten Business Days' the proposed date of issuance of such Letter of Credit; provided that five days’ prior notice (or such shorter or longer lesser number of days as the Administrative Agent and the Issuing Bank shall agree in any particular instance) shall be required in respect of each Letter of Credit to be denominated in an Offshore Currency. Each such notice as may shall be acceptable accompanied by an L/C Application, duly executed by the Company (together with any Subsidiary for the joint account of which the related Letter of Credit is to be issued) and in all respects satisfactory to the Issuer)Administrative Agent and the Issuing Bank, together with such other documentation as the Administrative Agent or the Issuing Bank may reasonably request in support thereof, it being understood that each L/C Application shall specify, among other things, the case date on which the proposed Letter of an initial issuance Credit is to be issued, the amount of a such Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, currency in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on which such Letter of Credit is the Borrower to be denominated, which shall be Dollars or a Subsidiary of the Borrower) in an Offshore Currency, whether such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent is to be transferable and the expiration date of such Letter of Credit (which shall not be later than the earlier of (i) the Revolving Loan Commitment Termination Date and (iia) one year from the date of such extension. Notwithstanding anything issuance thereof and (b) seven days prior to the contrary contained herein or Termination Date (unless the Company confirms in any separate application for any Letter of Credit, writing to the Borrower hereby acknowledges and agrees Issuing Bank not later than such seventh preceding day that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether will be a Supported Letter of Credit on the account party on Termination Date and such Letter of Credit is in fact a Supported Letter of Credit on the Borrower or a Subsidiary of Termination Date, in which case such expiration date shall not be later than one year after the BorrowerTermination Date)). Upon receipt So long as the Issuing Bank has not received written notice that the conditions precedent to the issuance of an Issuance Requesta Letter of Credit have not been satisfied, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Issuing Bank shall promptly advise the Administrative Agent shall promptly notify of the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original issuance of each Letter of Credit which and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder (it issues hereunderbeing understood that the Issuing Bank shall not increase the amount of, or extend the term of, any Letter of Credit unless a replacement Letter of Credit having substantially the same terms as such increased or extended Letter of Credit could be issued at the time of such increase or extension). Notwithstanding any other provision of this Agreement, the Issuing Bank shall not have any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuance of such Letter of Credit would violate any law, rule or regulation or any policy of the Issuing Bank; (iii) such Letter of Credit is to be denominated in a currency other than Dollars or any Offshore Currency; or (iv) a default of any Bank’s obligation to fund under Section 2.3.5 exists or any Bank is otherwise a Defaulting Bank, unless the Issuing Bank has entered into satisfactory arrangements with the Company or such Bank to eliminate the Issuing Bank’s risk with respect to such Bank.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon1:00 p.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of prior to an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in Credit or the case effective date of a request for the extension of the Stated Expiry Date of a Letter of Creditrequested amendment or modification, that the such Issuer issue, extend, modify or extend the Stated Expiry Date of, as the case may be, amend an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the BorrowerRestricted Subsidiaries) in such form as may be requested by the Borrower and approved by the such Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is Holdings, the Borrower or a Subsidiary of Holdings or the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (ix) seven days prior to the Revolving Loan Commitment Termination Date or (without regard to clauses (ii) one year and (iii) of the definition thereof) and (y) the date which is 12 months from the date of its issuanceissuance of such Letter of Credit; provided that notwithstanding the terms of clause (y) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended, unless notice to the contrary shall have been given to the beneficiary by the applicable Issuer, or to the beneficiary and the applicable Issuer by the Borrower more than a specified period prior to the then existing Stated Expiry Date. The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each payment of the letter of credit fees payable pursuant to Section 3.3.3, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, to the Agent under either Facility on a local Business Day, at or before 1:00 p.m. (local time), the Borrower under such Facility may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to in the Issuersole discretion of the applicable Issuer under such Facility), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (unless a shorter or longer notice period is acceptable in the sole discretion of the applicable Issuer under such Facility), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the applicable Issuer under such Facility issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on for such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension's account. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower under each Facility hereby acknowledges and agrees that (v) it shall be obligated to reimburse the applicable Issuer under such Facility upon each Disbursement paid under a Letter of Credit, Credit issued under such Facility and (w) it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on at its request under such Letter of Credit is the Borrower or a Subsidiary of the Borrower)Facility. Upon receipt of an Issuance RequestRequest pursuant to either Facility, the Administrative Agent under such Facility shall promptly notify the provide notice thereof to each Issuer and each Lender thereofunder such Facility. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (ix) the applicable scheduled Revolving Loan Commitment Termination Date or (iiy) one year from the date of its issuance. The Issuer of each Letter of Credit will make available to the beneficiary thereof the original of each such Letter of Credit which it issues hereunderCredit.

Issuance Procedures. By delivering to the applicable Issuer -------------------- and the Administrative Agent an Issuance Request on or before 12:00 noonp.m., New York City Boston, Massachusetts time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower and approved by such Issuer. In the Issuer, for event of any conflict between the purposes described in Section 7.1.9; provided, however, that no extension terms of the Stated Expiry Date Issuance Request and the terms of an outstanding Letter this Agreement, the terms of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionthis Agreement shall govern. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur ------------------ of (ia) the Stated Maturity Date for Revolving Loan Commitment Termination Date or Loans and (iib) one year from the date of its issuanceissuance (subject to automatic renewal provisions); provided, -------- however, that, notwithstanding the terms of this clause, a Letter of Credit may, ------- if required by the beneficiary thereof, contain automatic renewal provisions pursuant to which the Stated Expiry Date shall be automatically extended (to a date not beyond the date specified in clause (a) above), unless notice to the ---------- contrary shall have been given to the beneficiary prior to the then existing Stated Expiry Date in accordance with the terms specified in such Letter of Credit by the applicable Issuer or the account party of such Letter of Credit (which notice by the account party shall also have been provided to the applicable Issuer in writing). The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each payment of the letter of credit fees payable pursuant to Section 3.3.3, a report setting forth the daily maximum amount ------------- available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering (a) On the Restatement Date, each Existing Letter of Credit shall be deemed to have been issued hereunder and shall be a “Letter of Credit” for all purposes hereof. (b) The Company shall give notice to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, and the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day, Day which is at least three Business Days (or such lesser number of days as the Borrower may, from time Administrative Agent and the applicable Issuing Lender shall agree in any particular instance) prior to time irrevocably request, on not less than three nor more than ten Business Days' the proposed date of issuance of such Letter of Credit; provided that at least five days’ prior notice (or such shorter or longer lesser number of days as the Administrative Agent and the applicable Issuing Lender shall agree in any particular instance) shall be required in respect of each Letter of Credit to be denominated in a Facility A Currency. Each such notice as may shall be acceptable accompanied by an L/C Application, duly executed by the Company (together with any Subsidiary for the joint account of which the related Letter of Credit is to be issued) and in all respects reasonably satisfactory to the Issuer)Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or such Issuing Lender may reasonably request in support thereof, it being understood that each L/C Application shall specify, among other things, the case date on which the proposed Letter of an initial issuance Credit is to be issued, the amount of a such Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, currency in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on which such Letter of Credit is the Borrower to be denominated, which shall be Dollars or a Subsidiary of the Borrower) in Facility A Currency, whether such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent is to be transferable and the expiration date of such Letter of Credit (which shall not be later than the earlier of (i) two years from the Revolving Loan Commitment Termination Date date of issuance thereof and (ii) one year from the date of such extension. Notwithstanding anything seven days prior to the contrary contained herein Revolving Maturity Date (unless either (A) all of the Facility A Revolving Lenders and the applicable Issuing Lender have approved such expiration date or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on B) such Letter of Credit is a Supported Letter of Credit or the Borrower or Company confirms in writing to the applicable Issuing Lender not later than the seventh day prior to the Revolving Maturity Date that such Letter of Credit will be a Subsidiary Supported Letter of Credit on the BorrowerRevolving Maturity Date and such Letter of Credit is in fact a Supported Letter of Credit on the Revolving Maturity Date; provided that such expiration date shall not be later than one year after the Revolving Maturity Date)). Upon receipt So long as the applicable Issuing Lender has not received written notice that the conditions precedent to the issuance of an Issuance Requesta Letter of Credit have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The applicable Issuing Lender shall promptly advise the Administrative Agent shall promptly notify of the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original issuance of each Letter of Credit which it issues hereunderand of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. Notwithstanding any other provision of this Agreement, no Issuing Lender shall have any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuance of such Letter of Credit would violate any law, rule or regulation or any policy of such Issuing Lender; (iii) such Letter of Credit is to be denominated in a currency other than Dollars or any Facility A Currency; or (iv) a default of any Facility A Revolving Lender’s obligation to fund under Section 2.3.5 exists or any Facility A Revolving Lender is otherwise a Defaulting Lender, unless such Letter of Credit is a Supported Letter of Credit, such Facility A Revolving Lender’s obligation to fund under Section 2.3.5 has been Cash Collateralized or such Issuing Lender has otherwise entered into satisfactory arrangements with the Company or such Facility A Revolving Lender to eliminate such Issuing Lender’s risk with respect to such Facility A Revolving Lender. Without limiting the foregoing, the Company shall cause all Letters of Credit that are outstanding on the Revolving Maturity Date to be Supported Letters of Credit on or prior to the Revolving Maturity Date if such Letters of Credit are to remain outstanding after the Revolving Maturity Date.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon9:00 a.m., New York City San Francisco time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice period as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (or such other notice period as may be acceptable to the Issuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the Borrower's account or for the account party on such Letter of Credit any Subsidiary Guarantor and whose outstanding Capital Stock is pledged to the Borrower or a Subsidiary Administrative Agent for the benefit of the Borrower) Lenders pursuant to a Pledge Agreement), in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a of any Letter of Credit, and it shall be deemed to be the an obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a wholly-owned U.S. Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofthereof and the Issuer shall, subject to the terms and conditions hereof, including Article V, promptly (but in no event later than three Business Days after such notification) issue a Letter of Credit. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or and (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering (a) On the Settlement Date, Parent shall issue, and cause to be deposited with the Rights Agent, a number of Parent A Shares equal to the Administrative Agent an Issuance Request on Aggregate CVR Shares. On the Settlement Date or before 12:00 noonas promptly as practicable thereafter, New York City time, on a Business Daysubject to Section 3.4(c) below, the Borrower may, Rights Agent shall cause the applicable number of CVR Shares to be registered in the name of each of the Holders as reflected in the CVR Register as of the close of business on the last Business Day prior to such issuance date. (b) The number of Parent A Shares issued in respect of each CVR from time to time irrevocably request, on not less than three nor more than ten Business Days' notice the Available Class C Merger Consideration CVR Shares (or such shorter or longer notice as may the “CVR Shares”) shall be acceptable equal to the Issuer), in quotient obtained by dividing $1,000 by the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of CreditReference Price; provided, that the Issuer issuenumber of Parent A Shares allocated to the CVRs shall be pro-rated in the event there are insufficient Available Class C Merger Consideration CVR Shares remaining for allocation to the CVRs. For all purposes above, fractional CVRs shall represent a proportionate number of CVR Shares; provided, however, that no fractional Parent A Shares (or extend certificate or scrip representing the Stated Expiry same) shall be issued upon the settlement of any CVRs hereunder. Notwithstanding any other provision of this Agreement, each Holder of CVRs who would otherwise have been entitled to receive a fraction of a Parent A Share upon settlement of such Holder’s CVRs hereunder (after aggregating all CVRs of such Holder that are subject to this Agreement) shall receive, in lieu thereof, an amount of cash (rounded to the nearest whole cent), without interest, equal to such fractional amount multiplied by the Reference Price. Whenever a payment for fractional Parent A Shares or fractional shares is to be made by the Rights Agent under any section of this Agreement, Parent shall (i) promptly deliver to the Rights Agent a certificate setting forth the amount of any such payment and calculation related thereto and (ii) cash in the amount of such payment to the Rights Agent by wire transfer of immediately available funds to make such payment to the applicable Holder by check mailed to such Holder as reflected in the CVR Register or by wire transfer of immediately available funds. The Rights Agent shall not be liable to any Holder or Parent for the amount of any cash payment made to such Holder on behalf of Parent in accordance with the amount set forth in such certificate. (c) Parent’s obligation to issue and cause to be deposited with the Rights Agent the applicable number of CVR Shares, and the Rights Agent’s obligation to cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares shall be conditioned on the execution and delivery by such Holder of a lockup agreement with Parent, substantially in the form attached hereto as Exhibit A (a “Lock-Up Agreement”); provided, however, that the Rights Agent’s obligation to cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares to a Holder shall not be conditioned on the execution and delivery by such Holder of a Lock-Up Agreement if (i) such Holder or any of its Affiliates shall have entered into a lockup agreement with Parent in connection with the PIPE Investment (such lockup agreement, a “PIPE Lock-Up Agreement”) or (ii) the Settlement Date ofis the Settlement Outside Date and the Merger consideration CVR Shares have not been, as of such date, registered for resale pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; provided, further, that Rights Agent shall have no duty to act without the written instruction of Parent with respect to the foregoing. (d) Without limiting the other provisions of this Agreement, if at any time during the period between the execution of this Agreement and the Settlement Date (or if applicable, the Final Settlement Time), any change in the number or type of outstanding Parent A Shares shall occur as a result of a reclassification, recapitalization, exchange, stock split (including a reverse stock split), combination or readjustment of capital stock, shares or any stock dividend or stock distribution with a record date during such period (including any such reclassification, recapitalization, exchange, stock split, combination or readjustment of capital stock, shares or any stock dividend or stock distribution in connection with a consolidation, merger or combination in which Parent is the continuing or surviving corporation), the CVR Shares and any other similarly dependent items, as the case may be, an irrevocable Letter shall be appropriately equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 3.4(d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of Credit this Agreement. (e) If, at any time prior to the Settlement Date (or, if applicable, the Final Settlement Time) Parent effects any Change of Control Transaction, then, upon any Settlement Date, each Holder shall have the right to receive, on behalf of the Borrower Settlement Date, for each CVR Share that would have been issuable upon the Settlement Date the same consideration (whether in the account party on such Letter of Credit is same amount and form) per Parent A Share payable to the Borrower or a Subsidiary of the Borrower) holders thereof in such form Change of Control Transaction. For purposes hereof, the determination of Pre-Settlement VWAP shall be appropriately adjusted to refer to such consideration instead of Parent A Shares. If holders of Parent A Shares are given any right of election as may to the securities, cash or property to be requested received in such Change of Control Transaction, then each Holder shall be given the same right of election. To the extent necessary to effectuate the foregoing provisions, Parent shall ensure that any successor to Parent or the surviving entity in such Change of Control Transaction shall agree to be bound by the Borrower and approved by terms of this Agreement. In the Issuerevent that the Final Settlement Time occurs after the Settlement Date, for references herein to Settlement Date shall mean as promptly as practicable following the purposes described in Section 7.1.9; provided, however, that no extension Change of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunderControl Transaction.

Issuance Procedures. By delivering (1) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder and shall be a “Letter of Credit” for all purposes hereof. (a) The Company shall give notice to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, and the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day, Day which is at least three Business Days (or such lesser number of days as the Borrower may, from time Administrative Agent and the applicable Issuing Lender shall agree in any particular instance) prior to time irrevocably request, on not less than three nor more than ten Business Days' the proposed date of issuance of such Letter of Credit; provided that at least five days’ prior notice (or such shorter or longer lesser number of days as the Administrative Agent and the applicable Issuing Lender shall agree in any particular instance) shall be required in respect of each Letter of Credit to be denominated in an Offshore Currency. Each such notice as may shall be acceptable accompanied by an L/C Application, duly executed by the Company (together with any Subsidiary for the joint account of which the related Letter of Credit is to be issued) and in all respects reasonably satisfactory to the Issuer)Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or such Issuing Lender may reasonably request in support thereof, it being understood that each L/C Application shall specify, among other things, the case date on which the proposed Letter of an initial issuance Credit is to be issued, the amount of a such Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, currency in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on which such Letter of Credit is the Borrower to be denominated, which shall be Dollars or a Subsidiary of the Borrower) in an Offshore Currency, whether such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent is to be transferable and the expiration date of such Letter of Credit (which shall not be later than the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything issuance thereof and (ii) seven days prior to the contrary contained herein Revolving Maturity Date (unless either (A) all of the Revolving Lenders and the applicable Issuing Lender have approved such expiration date or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on B) such Letter of Credit is a Supported Letter of Credit or the Borrower or Company confirms in writing to the applicable Issuing Lender not later than the seventh day prior to the Revolving Maturity Date that such Letter of Credit will be a Subsidiary Supported Letter of Credit on the BorrowerRevolving Maturity Date and such Letter of Credit is in fact a Supported Letter of Credit on the Revolving Maturity Date; provided that such expiration date shall not be later than one year after the Revolving Maturity Date)). Upon receipt So long as the applicable Issuing Lender has not received written notice that the conditions precedent to the issuance of an Issuance Requesta Letter of Credit have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The applicable Issuing Lender shall promptly advise the Administrative Agent shall promptly notify of the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original issuance of each Letter of Credit which it issues hereunderand of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. Notwithstanding any other provision of this Agreement, no Issuing Lender shall have any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuance of such Letter of Credit would violate any law, rule or regulation or any policy of such Issuing Lender; (iii) such Letter of Credit is to be denominated in a currency other than Dollars or any Offshore Currency; or (iv) a default of any Revolving Lender’s obligation to fund under Section 2.3.5 exists or any Revolving Lender is otherwise a Defaulting Lender, unless such Letter of Credit is a Supported Letter of Credit, such Revolving Lender’s obligation to fund under Section 2.3.5 has been Cash Collateralized or such Issuing Lender has otherwise entered into satisfactory arrangements with the Company or such Revolving Lender to eliminate such Issuing Lender’s risk with respect to such Revolving Lender. Without limiting the foregoing, the Company shall cause all Letters of Credit that are outstanding on the Revolving Maturity Date to be Supported Letters of Credit on or prior to the Revolving Maturity Date if such Letters of Credit are to remain outstanding after the Revolving Maturity Date.

Issuance Procedures. By delivering (a) On the Effective Date, each Existing Letter of Credit shall be deemed to have been issued hereunder and shall be a "Letter of Credit" for all purposes hereof. (b) The Company shall give notice to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, and the applicable Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day, the Borrower may, from time to time irrevocably request, on not less than Day which is at least three nor more than ten Business Days' notice Days (or such shorter or longer notice lesser number of days as may be acceptable the Administrative Agent and such Issuing Bank shall agree in any particular instance) prior to the Issuerproposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company (together with any Subsidiary for the account of which the related Letter of Credit is to be issued) and in all respects satisfactory to the Administrative Agent and the applicable Issuing Bank, together with such other documentation as the Administrative Agent or such Issuing Bank may reasonably request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the amount of such Letter of Credit, whether such Letter of Credit is to be transferable and the expiration date of such Letter of Credit (which shall not be later than seven days prior to the Termination Date). The Company may not request, and no Issuing Bank shall issue, any Letter of Credit if, after giving effect to such issuance, the aggregate amount of all Letters of Credit scheduled to be outstanding as of any Commitment Reduction Date (taking account of any scheduled increases or decreases in the amount available under any such Letter of Credit), plus the aggregate amount of all Eurodollar Loans having Interest Periods ending after such Commitment Reduction Date, would exceed the Commitment Amount scheduled to be in effect after giving effect to the case of an initial reduction thereof on such Commitment Reduction Date. So long as the applicable Issuing Bank has not received written notice that the conditions precedent to the issuance of a Letter of CreditCredit have not been satisfied, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable such Issuing Bank shall issue such Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionissuance date. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it Each Issuing Bank shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, promptly advise the Administrative Agent shall promptly notify of the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original issuance of each Letter of Credit which by such Issuing Bank and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder (it issues hereunderbeing understood that no Issuing Bank shall increase the amount of, or extend the term of, any Letter of Credit unless a replacement Letter of Credit having substantially the same terms as such increased or extended Letter of Credit could be issued at the time of such increase or extension).

Issuance Procedures. By delivering to the Issuer (if applicable) and the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the any Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the such Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the such Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (ia) the Revolving Current Assets Loan Commitment Termination Date and (iib) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby jointly and severally acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower Company or a Subsidiary of the any other Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofthereof and shall cause: (i) the Letter of Credit requested by the Issuance Request to be issued and (ii) the Issuer to (A) comply with the terms and conditions of this Agreement relating to the Letter of Credit and (B) to fulfill the duties and obligations of the Issuer hereunder. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (ia) the Revolving Current Assets Loan Commitment Termination Date or (iib) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, to the applicable Agent under the applicable Facility on a local Business Day, at or before 1:00 p.m. (Local Time), the Borrower under such Facility may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to in the Issuersole discretion of the Issuer under such Facility), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (unless a shorter or longer notice period is acceptable in the sole discretion of the Issuer under such Facility), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer under such Facility issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for such Borrower's account. The obligations of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described applicable Issuer in Section 7.1.9; provided, however, that no extension respect of the Stated Expiry Date of an outstanding Letter Letters of Credit may provide for a Stated Expiry Date subsequent to at the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date election of such extensionIssuer be subject to The International Standby Practices (ISP 98) or other code of practices relating to letters of credit. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that (v) it shall be obligated to reimburse the applicable Issuer under the applicable Facility upon each Disbursement paid under a Letter of Credit, Credit issued under such Facility and (w) it shall be deemed to be the obligor and account party for purposes of each such Letter of Credit issued hereunder (whether the account party on at its request under such Letter of Credit is the Borrower or a Subsidiary of the Borrower)Facility. Upon receipt of an Issuance RequestRequest pursuant to either Facility, the Administrative Agent under such Facility shall promptly notify provide notice thereof to the Issuer under such Facility and each Lender thereofunder such Facility. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (ix) the applicable scheduled Revolving Loan Commitment Termination Date or (iiy) one year from the date of its issuance. The Issuer of each Letter of Credit will make available to the beneficiary thereof applicable Borrower the original of each such Letter of Credit which it issues hereunderCredit.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noonp.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower and approved by such Issuer. In the Issuer, for event of any conflict between the purposes described in Section 7.1.9; provided, however, that no extension terms of the Stated Expiry Date Issuance Request and the terms of an outstanding Letter this Agreement, the terms of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionthis Agreement shall govern. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt In the event the Borrower makes a request in respect of a Letter of Credit to be issued by an Issuer other than the Administrative Agent, the Borrower shall submit an Issuance Request, Request to such Issuer with a copy to the Administrative Agent shall promptly notify the Issuer and each Lender thereofAgent. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (ia) five Business Days prior to the Stated Maturity Date for Revolving Loan Commitment Termination Date or Loans and (iib) one year from the date of its issuanceissuance (subject to automatic renewal provisions); provided, however, that, notwithstanding the terms of this clause, a Letter of Credit may, if required by the beneficiary thereof, contain automatic renewal provisions pursuant to which the Stated Expiry Date shall be automatically extended (to a date not beyond the date specified in clause (a) above), unless notice to the contrary shall have been given to the beneficiary prior to the then existing Stated Expiry Date in accordance with the terms specified in such Letter of Credit by the applicable Issuer or the account party of such Letter of Credit (which notice by the account party shall also have been provided to the applicable Issuer in writing). The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, a complete list of all Letter of Credit activity for such week including such Issuer’s daily maximum amount available to be drawn under the Letters of Credit issued by it for the previous week. The Administrative Agent shall deliver to each Lender upon the issuance of each Letter of Credit, a notice, and upon each payment of the letter of credit fees payable pursuant to Section 3.3.3, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for the Borrower’s account or for the account of any wholly-owned U.S. Subsidiary of the Borrower (whether that is a party to the account party on such Letter of Credit Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Borrower or a Subsidiary Administrative Agent for the benefit of the Borrower) Lenders pursuant to the WWI Pledge Agreement, in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than seven (7) Business Days prior to the Maturity Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten (3) Business Days' ’ notice (or such shorter or longer notice period as may be acceptable agreed to by the L/C Issuer), in the case of an initial issuance of that such L/C Issuer issue a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.11. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuanceissuance and (ii) five (5) Business Days prior to the Maturity Date; provided that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for automatic renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal at least seven (7) Business Days prior to the Stated Expiry Date of such Letter of Credit. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern. (b) No L/C Issuer shall be under any obligation to issue any Letter of Credit if at the time of request of such issuance any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any requirement of Law applicable to such L/C Issuer or any directive from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good fxxxx xxxxx material to it. No L/C Issuer shall be required to amend, extend or renew any Letter of Credit if at the time of the request therefor it would not be required to issue a Letter of Credit as provided in this clause. (c) If the Administrative Agent is an L/C Issuer, it will notify the Lenders, within three (3) Business Days after the end of each calendar month, of all issuance, renewal and amendment to Letters of Credit during the preceding calendar month. Each L/C Issuer that is not the Administrative Agent will notify the Administrative Agent promptly (and, in any event, within three (3) Business Days following the occurrence thereof) of the issuance, renewal and amendment of all Letters of Credit issued by it.

Issuance Procedures. (a) By delivering to the relevant L/C Issuer, and, if the L/C Issuer is not Citibank, the Administrative Agent an Agent, a duly completed and executed Issuance Request Request, together with a duly completed application and agreement for such Letter of Credit as such L/C Issuer may specify, on or before 12:00 noon, 11:00 a.m. (New York City time, ) on a Business DayDay not less than 30 days prior to the Revolving Loan Commitment Termination Date, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit’ notice, that the such L/C Issuer issue, issue or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the such L/C Issuer, such Letter of Credit to be used solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof4.10. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance; and (ii) five (5) Business Days prior to the Maturity Date for the Revolving Loans; provided, however, that a Letter of Credit may, if requested by the Borrower, provide on terms acceptable to the Administrative Agent and each applicable L/C Issuer, for renewal for successive periods of one year or less (but not beyond five (5) Business Days prior to the Maturity Date for the Revolving Loans), unless the Administrative Agent or such L/C Issuer shall have delivered to the beneficiary of such Letter of Credit a notice of non-renewal. The relevant L/C Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. Unless notified in writing by the Administrative Agent or the Required Lenders before it issues a Letter of Credit that a Default or Event of Default exists or that the conditions precedent for issuing the same have not been established, the relevant L/C Issuer may issue the requested Letter of Credit in accordance with such L/C Issuer’s customary practices. In the event and to the extent that the provisions of any Letter of Credit application and agreement of the Borrower conflicts with this Agreement, the provisions of this Agreement shall govern. (b) No L/C Issuer shall be under any obligation to issue any Letter of Credit if at the time of request of such issuance any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any requirement of Law applicable to such L/C Issuer or any directive from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such L/C Issuer in good xxxxx xxxxx material to it. No L/C Issuer shall be required to amend, extend or renew any Letter of Credit if at the time of the request therefor it would not be required to issue a Letter of Credit as provided in this clause. (c) If the Administrative Agent is an L/C Issuer, it will notify the Lenders, within three (3) Business Days after the end of each calendar month, of all issuance, renewal and amendment to Letters of Credit during the preceding calendar month. Each L/C Issuer that is not the Administrative Agent will notify the Administrative Agent promptly (and, in any event, within three (3) Business Days following the occurrence thereof) of the issuance, renewal and amendment of all Letters of Credit issued by it.

Issuance Procedures. By delivering to the Administrative Agent and each Issuer (based on each Issuer’s pro rata share of the Letter of Credit Commitment Amount, with the Letter of Credit Commitment Amount allocated evenly among the Issuers) an Issuance Request (including by way of facsimile) on or before 12:00 noon11:00 a.m., New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three (3) nor more than ten (10) Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)notice, in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request Credit for the extension account of the Stated Expiry Date of a Letter of CreditBorrower, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, Issuers each issue an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by such Issuer. Each Issuer also may request that Borrower submit its Issuance Request in the form of such Issuer’s standard form of Letter of Credit application. Any standby Letter of Credit theretofore issued which contains an "evergreen" or similar automatic extension feature shall be automatically extended in accordance with the terms thereof subject to the Issuer, for 's right not to so extend if the purposes described in Section 7.1.9conditions precedent to the issuance of such a Letter of Credit would not be satisfied; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder shall not be automatically extended if the Borrower shall have notified the Issuers in writing not less than thirty (whether 30) days (or such shorter period as may be acceptable to each Issuer in its sole discretion or such longer period as may be required by the account party on beneficiary of such Letter of Credit) prior to the day following the expiration of the notice period (the “Notice Date”), which is at least one (1) day prior to the date that such standby Letter of Credit is scheduled to be automatically extended, that the Borrower or a Subsidiary desires that such standby Letter of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereofCredit not be so extended. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination last Business Day prior to the Maturity Date or and (ii) one (1) year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon11:00 a.m., New York City Denver, Colorado time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary of the any Co-Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.97.1.8; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of of (ia) the Revolving Loan Commitment Termination Date and and (iib) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower and the Co-Borrowers hereby acknowledges acknowledge and agrees agree that it they shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it they shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Co-Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of of (ia) the Revolving Loan Commitment Termination Date or or (iib) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering (a) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder and shall be a “Letter of Credit” for all purposes hereof. (b) The Company shall give notice to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, and the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day, Day which is at least three Business Days (or such lesser number of days as the Borrower may, from time Administrative Agent and the applicable Issuing Lender shall agree in any particular instance) prior to time irrevocably request, on not less than three nor more than ten Business Days' the proposed date of issuance of such Letter of Credit; provided that at least five days’ prior notice (or such shorter or longer lesser number of days as the Administrative Agent and the applicable Issuing Lender shall agree in any particular instance) shall be required in respect of each Letter of Credit to be denominated in an Offshore Currency. Each such notice as may shall be acceptable accompanied by an L/C Application, duly executed by the Company (together with any Subsidiary for the joint account of which the related Letter of Credit is to be issued) and in all respects reasonably satisfactory to the Issuer)Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or such Issuing Lender may reasonably request in support thereof, it being understood that each L/C Application shall specify, among other things, the case date on which the proposed Letter of an initial issuance Credit is to be issued, the amount of a such Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, currency in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on which such Letter of Credit is the Borrower to be denominated, which shall be Dollars or a Subsidiary of the Borrower) in an Offshore Currency, whether such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent is to be transferable and the expiration date of such Letter of Credit (which shall not be later than the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything issuance thereof and (ii) seven days prior to the contrary contained herein Revolving Maturity Date (unless either (A) all of the Revolving Lenders and the applicable Issuing Lender have approved such expiration date or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on B) such Letter of Credit is a Supported Letter of Credit or the Borrower or Company confirms in writing to the applicable Issuing Lender not later than the seventh day prior to the Revolving Maturity Date that such Letter of Credit will be a Subsidiary Supported Letter of Credit on the BorrowerRevolving Maturity Date and such Letter of Credit is in fact a Supported Letter of Credit on the Revolving Maturity Date; provided that such expiration date shall not be later than one year after the Revolving Maturity Date)). Upon receipt So long as the applicable Issuing Lender has not received written notice that the conditions precedent to the issuance of an Issuance Requesta Letter of Credit have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The applicable Issuing Lender shall promptly advise the Administrative Agent shall promptly notify of the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original issuance of each Letter of Credit which it issues hereunderand of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. Notwithstanding any other provision of this Agreement, no Issuing Lender shall have any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuance of such Letter of Credit would violate any law, rule or regulation or any policy of such Issuing Lender; (iii) such Letter of Credit is to be denominated in a currency other than Dollars or any Offshore Currency; or (iv) a default of any Revolving Lender’s obligation to fund under Section 2.3.5 exists or any Revolving Lender is otherwise a Defaulting Lender, unless such Letter of Credit is a Supported Letter of Credit, such Revolving Lender’s obligation to fund under Section 2.3.5 has been Cash Collateralized or such Issuing Lender has otherwise entered into satisfactory arrangements with the Company or such Revolving Lender to eliminate such Issuing Lender’s risk with respect to such Revolving Lender. Without limiting the foregoing, the Company shall cause all Letters of Credit that are outstanding on the Revolving Maturity Date to be Supported Letters of Credit on or prior to the Revolving Maturity Date if such Letters of Credit are to remain outstanding after the Revolving Maturity Date.

Issuance Procedures. By delivering to the Administrative Agent and the applicable Issuer an Issuance Request on or before 12:00 noon11:00 a.m., New York City time, on a Business Day, the Borrower maymay request, from time to time irrevocably request, prior to the Letter of Credit Commitment Termination Date and on not less than three nor more than ten five Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Creditnotice, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, issue an irrevocable Letter commercial or standby letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or credit denominated in a Subsidiary of the Borrower) Permitted Currency in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for such Issuer (each a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any "Letter of Credit"), the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter in support of Credit, and it shall be deemed to be the obligor for purposes financial obligations of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of its Subsidiaries incurred in the Borrower)'s or such Subsidiary's ordinary course of business and which are described in such Issuance Request. Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender Lenders thereof. Each Letter of Credit shall by its terms terms: (a) be denominated in a Permitted Currency; (b) be issued in a Stated Amount which does not exceed (or would not exceed) the then Letter of Credit Availability; and (c) be stated to expire (or give the Issuer the right to give notice which will cause such Letter of Credit to expire) on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the its date of issuance and the Letter of Credit Commitment Termination Date. So long as no Default has occurred and is continuing, by delivery to the applicable Issuer and the Agent of an Issuance Request at least three but not more than five Business Days prior to the Stated Expiry Date of any Letter of Credit, the Borrower may request such Issuer to extend the Stated Expiry Date of such Letter of Credit for an additional period not to exceed the earlier of one year from its issuancedate of extension and the Letter of Credit Commitment Termination Date. The Each Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunderin accordance with the Issuance Request therefor to the beneficiary thereof and will notify the beneficiary under any Letter of Credit of any extension of the Stated Expiry Date thereof.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower WWI may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for WWI's account or for the account of any wholly-owned U.S. Subsidiary of WWI that is a party to the Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Administrative Agent for the benefit of the Borrower (whether Lenders pursuant to the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) WWI Pledge Agreement, in such form as may be requested by the Borrower WWI and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower WWI hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower WWI or a Subsidiary of the BorrowerWWI). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf for the Borrower’s account or for the account of any wholly-owned U.S. Subsidiary of the Borrower (whether that is a party to the account party on such Letter of Credit Subsidiary Guaranty and the WWI Security Agreement and whose outstanding Capital Securities is pledged to the Borrower or a Subsidiary Administrative Agent for the benefit of the Borrower) Lenders pursuant to the WWI Pledge Agreement, in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.its

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, noon on a Business Day, the Borrower may, Borrowers may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer)’ notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) ’ prior to the then existing Stated Expiry Date of a Letter of Creditnotice, in the case of a request for the extension of the Stated Expiry Date of a Letter of CreditCredit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its sole discretion), that the an Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable a Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the applicable Borrower and approved by the such Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower)7.1.7. Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Company and the Issuer whether, after giving effect to the issuance of the applicable Letter of Credit, (a) the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of all Letter of Credit Outstandings would exceed the then existing Letter of Credit Commitment Amount and each Lender thereof(b) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swingline Loans then outstanding would exceed the then existing Revolving Loan Commitment Amount. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Termination Date or and (ii) one year (unless otherwise agreed to by an Issuer, in its sole discretion), thirteen months from the date of its issuance; provided that any Letter of Credit may provide for renewal periods of up to one year so long as such renewal periods do not exceed the date set forth in clause (i). The Each Issuer will make available to the beneficiary thereof the original of each the Letter of Credit which it issues hereunderissues. Notwithstanding the foregoing, all Letters of Credit issued hereunder shall be subject to the customary procedures of the applicable Issuer.

Issuance Procedures. By delivering (a) On the Settlement Date, Parent shall issue, and cause to be deposited with the Rights Agent, a number of Parent A Shares equal to the Administrative Agent an Issuance Request on Aggregate CVR Shares. On the Settlement Date or before 12:00 noonas promptly as practicable thereafter, New York City time, on a Business Daysubject to Section 3.4(c) below, the Borrower may, Rights Agent shall cause the applicable number of CVR Shares to be registered in the name of each of the Holders as reflected in the CVR Register as of the close of business on the last Business Day prior to such issuance date. (b) The number of Parent A Shares issued in respect of each CVR from time to time irrevocably request, on not less than three nor more than ten Business Days' notice the Available Class A Merger Consideration CVR Shares (or such shorter or longer notice as may the “CVR Shares”) shall be acceptable equal to the Issuer), in quotient obtained by dividing $1,000 by the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of CreditReference Price; provided, that the Issuer issuenumber of Parent A Shares allocated to the CVRs shall be pro-rated in the event there are insufficient Available Class A Merger Consideration CVR Shares remaining for allocation to the CVRs. For all purposes above, fractional CVRs shall represent a proportionate number of CVR Shares; provided, however, that no fractional Parent A Shares (or extend certificate or scrip representing the Stated Expiry same) shall be issued upon the settlement of any CVRs hereunder. Notwithstanding any other provision of this Agreement, each Holder of CVRs who would otherwise have been entitled to receive a fraction of a Parent A Share upon settlement of such Holder’s CVRs hereunder (after aggregating all CVRs of such Holder that are subject to this Agreement) shall receive, in lieu thereof, an amount of cash (rounded to the nearest whole cent), without interest, equal to such fractional amount multiplied by the Reference Price. Whenever a payment for fractional Parent A Shares or fractional shares is to be made by the Rights Agent under any section of this Agreement, Parent shall (i) promptly deliver to the Rights Agent a certificate setting forth the amount of any such payment and calculation related thereto and (ii) cash in the amount of such payment to the Rights Agent by wire transfer of immediately available funds to make such payment to the applicable Holder by check mailed to such Holder as reflected in the CVR Register or by wire transfer of immediately available funds. The Rights Agent shall not be liable to any Holder or Parent for the amount of any cash payment made to such Holder on behalf of Parent in accordance with the amount set forth in such certificate. (c) Parent’s obligation to issue and cause to be deposited with the Rights Agent the applicable number of CVR Shares, and the Rights Agent’s obligation to cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares shall be conditioned on the execution and delivery by such Holder of a lockup agreement with Parent, substantially in the form attached hereto as Exhibit A (a “Lock-Up Agreement”); provided, however, that the Rights Agent’s obligation to cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares to a Holder shall not be conditioned on the execution and delivery by such Holder of a Lock-Up Agreement if (i) such Holder or any of its Affiliates shall have entered into a lockup agreement with Parent in connection with the PIPE Investment (such lockup agreement, a “PIPE Lock-Up Agreement”) or (ii) the Settlement Date ofis the Settlement Outside Date and the Merger consideration CVR Shares have not been, as of such date, registered for resale pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; provided, further, that Rights Agent shall have no duty to act without the written instruction of Parent with respect to the foregoing. (d) Without limiting the other provisions of this Agreement, if at any time during the period between the execution of this Agreement and the Settlement Date (or if applicable, the Final Settlement Time), any change in the number or type of outstanding Parent A Shares shall occur as a result of a reclassification, recapitalization, exchange, stock split (including a reverse stock split), combination or readjustment of capital stock, shares or any stock dividend or stock distribution with a record date during such period (including any such reclassification, recapitalization, exchange, stock split, combination or readjustment of capital stock, shares or any stock dividend or stock distribution in connection with a consolidation, merger or combination in which Parent is the continuing or surviving corporation), the CVR Shares and any other similarly dependent items, as the case may be, an irrevocable Letter shall be appropriately equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 3.4(d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of Credit this Agreement. (e) If, at any time prior to the Settlement Date (or, if applicable, the Final Settlement Time) Parent effects any Change of Control Transaction, then, upon any Settlement Date, each Holder shall have the right to receive, on behalf of the Borrower Settlement Date, for each CVR Share that would have been issuable upon the Settlement Date the same consideration (whether in the account party on such Letter of Credit is same amount and form) per Parent A Share payable to the Borrower or a Subsidiary of the Borrower) holders thereof in such form Change of Control Transaction. For purposes hereof, the determination of Pre-Settlement VWAP shall be appropriately adjusted to refer to such consideration instead of Parent A Shares. If holders of Parent A Shares are given any right of election as may to the securities, cash or property to be requested received in such Change of Control Transaction, then each Holder shall be given the same right of election. To the extent necessary to effectuate the foregoing provisions, Parent shall ensure that any successor to Parent or the surviving entity in such Change of Control Transaction shall agree to be bound by the Borrower and approved by terms of this Agreement. In the Issuerevent that the Final Settlement Time occurs after the Settlement Date, for references herein to Settlement Date shall mean as promptly as practicable following the purposes described in Section 7.1.9; provided, however, that no extension Change of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunderControl Transaction.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, to the Agent under either Facility on a local Business Day, at or before 1:00 p.m. (local time), the Borrower under such Facility may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer other notice as may be acceptable to in the Issuersole discretion of the applicable Issuer under such Facility), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditCredit (unless a shorter or longer notice period is acceptable in the sole discretion of the applicable Issuer under such Facility), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the applicable Issuer under such Facility issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on for such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension's account. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower under each Facility hereby acknowledges and agrees that (v) it shall be obligated to reimburse the applicable Issuer under such Facility upon each Disbursement paid under a Letter of Credit, Credit issued under such Facility and (w) it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on at its request under such Letter of Credit is the Borrower or a Subsidiary of the Borrower)Facility. Upon receipt of an Issuance RequestRequest pursuant to either Facility, the Administrative Agent under such Facility shall promptly notify the provide notice thereof to each Issuer and each Lender thereofunder such Facility. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (ix) the applicable scheduled Revolving Loan Commitment Termination Date or (iiy) one year two years from the date of its issuance. The Issuer of each Letter of Credit will make available to the beneficiary thereof the original of each such Letter of Credit which it issues hereunderCredit.

Issuance Procedures. By delivering to the Administrative Agent an Issuance ------------------- Request on or before 12:00 noon10:00 A.M., New York City Atlanta time, on a Business DayDay occurring from and after the Amendment Effective Date but prior to the Revolving Commitment Termination Date, the Borrower may, may from time to time irrevocably request, request on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the IssuerCredit, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower5.2(i). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each The Letter of Credit shall by its terms -------------- be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur ------------------ Maturity Date; provided, that the initial term and the initial extension of (i) the Revolving Loan Commitment Termination Date -------- Letter of Credit shall not exceed one year, and the Stated Amount of the Letter of Credit shall not exceed $4,000,000. Upon receipt of an Issuance Request, the Issuer shall issue the Letter of Credit for the account of the Borrower or (ii) one year from any Guarantor on the date specified in the Issuance Request (but in no event shall the Issuer be required to issue the Letter of Credit earlier than three Business Days after its issuance. The Issuer will make available receipt of the Issuance Request) by issuing to the beneficiary thereof the original of each the Letter of Credit. The Issuer shall furnish a copy of the Letter of Credit which it issues hereunderto the Borrower promptly after the issuance date. Notwithstanding the foregoing, the Issuer shall not be permitted or required to issue (or extend the Stated Expiry Date of) the Letter of Credit if, after giving effect thereto, the Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount.

Issuance Procedures. By delivering (a) On the Settlement Date, Parent shall issue, and cause to be deposited with the Rights Agent, a number of Parent A Shares equal to the Administrative Agent an Issuance Request on Aggregate CVR Shares. On the Settlement Date or before 12:00 noonas promptly as practicable thereafter, New York City time, on a Business Daysubject to Section 3.4(c) below, the Borrower may, Rights Agent shall cause the applicable number of CVR Shares to be registered in the name of each of the Holders as reflected in the CVR Register as of the close of business on the last Business Day prior to such issuance date. (b) The number of Parent A Shares issued in respect of each CVR from time to time irrevocably request, on not less than three nor more than ten Business Days' notice the Available Class D Merger Consideration CVR Shares (or such shorter or longer notice as may the “CVR Shares”) shall be acceptable equal to the Issuer), in quotient obtained by dividing $1,000 by the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of CreditReference Price; provided, that the Issuer issuenumber of Parent A Shares allocated to the CVRs shall be pro-rated in the event there are insufficient Available Class D Merger Consideration CVR Shares remaining for allocation to the CVRs. For all purposes above, fractional CVRs shall represent a proportionate number of CVR Shares; provided, however, that no fractional Parent A Shares (or extend certificate or scrip representing the Stated Expiry same) shall be issued upon the settlement of any CVRs hereunder. Notwithstanding any other provision of this Agreement, each Holder of CVRs who would otherwise have been entitled to receive a fraction of a Parent A Share upon settlement of such Holder’s CVRs hereunder (after aggregating all CVRs of such Holder that are subject to this Agreement) shall receive, in lieu thereof, an amount of cash (rounded to the nearest whole cent), without interest, equal to such fractional amount multiplied by the Reference Price. Whenever a payment for fractional Parent A Shares or fractional shares is to be made by the Rights Agent under any section of this Agreement, Parent shall (i) promptly deliver to the Rights Agent a certificate setting forth the amount of any such payment and calculation related thereto and (ii) cash in the amount of such payment to the Rights Agent by wire transfer of immediately available funds to make such payment to the applicable Holder by check mailed to such Holder as reflected in the CVR Register or by wire transfer of immediately available funds. The Rights Agent shall not be liable to any Holder or Parent for the amount of any cash payment made to such Holder on behalf of Parent in accordance with the amount set forth in such certificate. (c) Parent’s obligation to issue and cause to be deposited with the Rights Agent the applicable number of CVR Shares, and the Rights Agent’s obligation to cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares shall be conditioned on the execution and delivery by such Holder of a lockup agreement with Parent, substantially in the form attached hereto as Exhibit A (a “Lock-Up Agreement”); provided, however, that the Rights Agent’s obligation to cause the applicable number of CVR Shares to be registered in the name of a Holder upon receipt of the applicable number of CVR Shares to a Holder shall not be conditioned on the execution and delivery by such Holder of a Lock-Up Agreement if (i) such Holder or any of its Affiliates shall have entered into a lockup agreement with Parent in connection with the PIPE Investment (such lockup agreement, a “PIPE Lock-Up Agreement”) or (ii) the Settlement Date ofis the Settlement Outside Date and the Merger consideration CVR Shares have not been, as of such date, registered for resale pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; provided, further, that Rights Agent shall have no duty to act without the written instruction of Parent with respect to the foregoing. (d) Without limiting the other provisions of this Agreement, if at any time during the period between the execution of this Agreement and the Settlement Date (or if applicable, the Final Settlement Time), any change in the number or type of outstanding Parent A Shares shall occur as a result of a reclassification, recapitalization, exchange, stock split (including a reverse stock split), combination or readjustment of capital stock, shares or any stock dividend or stock distribution with a record date during such period (including any such reclassification, recapitalization, exchange, stock split, combination or readjustment of capital stock, shares or any stock dividend or stock distribution in connection with a consolidation, merger or combination in which Parent is the continuing or surviving corporation), the CVR Shares and any other similarly dependent items, as the case may be, an irrevocable Letter shall be appropriately equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 3.4(d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of Credit this Agreement. (e) If, at any time prior to the Settlement Date (or, if applicable, the Final Settlement Time) Parent effects any Change of Control Transaction, then, upon any Settlement Date, each Holder shall have the right to receive, on behalf of the Borrower Settlement Date, for each CVR Share that would have been issuable upon the Settlement Date the same consideration (whether in the account party on such Letter of Credit is same amount and form) per Parent A Share payable to the Borrower or a Subsidiary of the Borrower) holders thereof in such form Change of Control Transaction. For purposes hereof, the determination of Pre-Settlement VWAP shall be appropriately adjusted to refer to such consideration instead of Parent A Shares. If holders of Parent A Shares are given any right of election as may to the securities, cash or property to be requested received in such Change of Control Transaction, then each Holder shall be given the same right of election. To the extent necessary to effectuate the foregoing provisions, Parent shall ensure that any successor to Parent or the surviving entity in such Change of Control Transaction shall agree to be bound by the Borrower and approved by terms of this Agreement. In the Issuerevent that the Final Settlement Time occurs after the Settlement Date, for references herein to Settlement Date shall mean as promptly as practicable following the purposes described in Section 7.1.9; provided, however, that no extension Change of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunderControl Transaction.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section SECTION 7.1.9; providedPROVIDED, howeverHOWEVER, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer -41- will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon10:00 a.m., New York City Chicago time, on a Business Day, the Borrower Company may, from time to time irrevocably request, on not less than three nor more than ten five Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three five nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower Company (whether issued for the account party of or on such Letter of Credit is the Borrower or a Subsidiary behalf of the BorrowerCompany or any of its Subsidiaries) in such form as may be requested by the Borrower Company and approved by such Issuer. In the Issuer, for event of any conflict between the purposes described in Section 7.1.9; provided, however, that no extension terms of the Stated Expiry Date Issuance Request and the terms of an outstanding Letter this Agreement, the terms of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionthis Agreement shall govern. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower Company hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of CreditCredit requested by it, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower Company or a Subsidiary of the BorrowerCompany). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination sixth anniversary of the Effective Date or (ii) one year from the date of its issuanceissuance (subject to automatic renewal provisions); provided, however, that, notwithstanding the terms of this clause (ii), a Letter of Credit may, if required by the beneficiary thereof, contain automatic renewal provisions pursuant to which the Stated Expiry Date shall be automatically extended (to a date not beyond the date specified in clause (i) above), unless notice to the contrary shall have been given to the beneficiary prior to the then existing Stated Expiry Date in accordance with the terms specified in such Letter of Credit by the applicable Issuer or the account party of such Letter of Credit (which notice by the account party shall also have been provided to the applicable Issuer in writing). The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each payment of the letter of credit fees payable pursuant to Section 3.3.3, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon11:00 a.m., New York City Denver, Colorado time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.97.1.8; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (ia) the Revolving Loan Commitment Termination Date and (iib) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the BorrowerRestricted Subsidiary). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (ia) the Revolving Loan Commitment Termination Date or (iib) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

Issuance Procedures. By delivering to the applicable Issuer and the Administrative Agent an Issuance Request on or before 12:00 noonp.m., New York City Boston, Massachusetts time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the applicable Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the applicable Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether issued for the account party of or on such Letter behalf of Credit is the Borrower or a Subsidiary any of the Borrowerits Restricted Subsidiaries) in such form as may be requested by the Borrower and approved by such Issuer. In the Issuer, for event of any conflict between the purposes described in Section 7.1.9; provided, however, that no extension terms of the Stated Expiry Date Issuance Request and the terms of an outstanding Letter this Agreement, the terms of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extensionthis Agreement shall govern. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the applicable Issuer and each Lender that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry DateSTATED EXPIRY DATE") no later than the earlier to occur of (ia) the Stated Maturity Date for Revolving Loan Commitment Termination Date or Loans and (iib) one year from the date of its issuanceissuance (subject to automatic renewal provisions); PROVIDED, HOWEVER, that, notwithstanding the terms of this clause, a Letter of Credit may, if required by the beneficiary thereof, contain automatic renewal provisions pursuant to which the Stated Expiry Date shall be automatically extended (to a date not beyond the date specified in CLAUSE (A) above), unless notice to the contrary shall have been given to the beneficiary prior to the then existing Stated Expiry Date in accordance with the terms specified in such Letter of Credit by the applicable Issuer or the account party of such Letter of Credit (which notice by the account party shall also have been provided to the applicable Issuer in writing). The applicable Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. In the event that the Issuer is other than the Administrative Agent, such Issuer will send by facsimile transmission to the Administrative Agent, promptly on the first Business Day of each week, its daily maximum amount available to be drawn under the Letters of Credit issued by such Issuer for the previous week. The Administrative Agent shall deliver to each Lender upon each calendar month end, and upon each payment of the letter of credit fees payable pursuant to SECTION 3.3.3, a report setting forth the daily maximum amount available to be drawn for all Issuers during such period.

Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer other notice as may be acceptable to the IssuerIssuer in its sole discretion), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice prior to the then Existing Stated Expiry Date of a Letter of Credit (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of CreditIssuer in its sole discretion), in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of for the Borrower (whether Borrower’s account or for the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) any Guarantor, in such form as may be requested by the Borrower and approved by the Issuer, solely for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the BorrowerGuarantor). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) in the case of standby Letters of Credit, one year from the date of its issuance and, in the case of documentary Letters of Credit, 180 days from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.