Common use of L/C Applications Clause in Contracts

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to the Agent) of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Lender shall agree in any particular instance in its sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C Issuer, together with such other documentation as the L/C Issuer may 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 expiration date of such Letter of Credit (which shall not be later than the earlier of thirty (30) days prior to (i) one year after the date of issuance thereof and (ii) the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer shall issue such Letter of Credit on the requested issuance date. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to Agent and the Agent) Issuing Lender of the proposed issuance of each Letter of Credit (other than an Existing Letter of Credit) on a Business Day which is at least three Business Days (or such lesser number of days as the Agent and the Issuing Lender shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects reasonably satisfactory to the L/C IssuerAgent and the Issuing Lender, together with such other documentation as the L/C Issuer Agent or the Issuing Lender 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 expiration date of such Letter of Credit (which shall not be later than the earlier to occur of thirty (30) days prior to (ix) one year after the date of issuance thereof and (iiy) thirty days prior to the scheduled Revolving Termination Date (unless such Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Issuing Lender has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 10 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Agent and each Lender of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.any

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company Borrower shall give notice to the L/C Issuer (with a copy to the Agent) Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Lender shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of CreditCredit substantially in the form of Exhibit B attached hereto. Each such notice shall be accompanied by an L/C Application, duly executed by the Company Xxxxxxxx and in all 135333485v.12 respects satisfactory to the L/C IssuerLender, together with such other documentation as the L/C Issuer Lender may 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, whether GRIL will be a co-applicant under the Letter of Credit, the expiration date of such Letter of Credit (which which, except as otherwise permitted under this Section 2.3, shall not be later than the earlier of thirty (30) days prior to (i) one year after the date of issuance thereof and (ii) the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided), a if Borrower desired that the Letter of Credit with an expiration date of one year may provide for renewal thereof to be issued in additional one-year periodsa currency other than Dollars, subject to the preceding clause (ii)) such currency and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Lender shall issue such Letter of Credit on the requested issuance date. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, Xxxxxx will also deliver to Borrower a true and complete copy of such Letter of Credit or amendment.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to Agent and the Agent) Issuing Lender of the proposed issuance of each Letter of Credit (other than the Existing Letter of Credit) on a Business Day which is at least three Business Days (or such lesser number of days as the Agent and the Issuing Lender shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects reasonably satisfactory to the L/C IssuerAgent and the Issuing Lender, together with such other documentation as the L/C Issuer Agent or the Issuing Lender 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 expiration date of such Letter of Credit (which shall not be later than the earlier to occur of thirty (30) days prior to (ix) one year after the date of issuance thereof and (iiy) thirty days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Issuing Lender has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 10 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Agent and each Lender of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to Administrative Agent and the Agent) Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the Issuing Lender shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C IssuerAdministrative Agent and the Issuing Lender, together with such other documentation as the L/C Issuer Administrative Agent or the Issuing Lender may 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 expiration date of such Letter of Credit (which shall not be later than the earlier to occur of thirty (30) days prior to (ix) one year after the date of issuance thereof (provided that any Letter of Credit may, with the consent of the Issuing Lender at the time of the issuance, be automatically renewable for successive one year periods (which shall in no event extend beyond the date referred to in the following clause (y)) subject to the right of the Issuing Lender or the Company to prevent such automatic renewal by notice to the beneficiary in accordance with the terms of such Letter of Credit) and (iiy) thirty days prior to the scheduled Termination Date (unless such unless, in the case of this clause (y), the Company shall have Cash Collateralized in full all obligations with respect to the applicable Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (iiCredit)) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Issuing Lender has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer shall issue such Letter of Credit on the requested issuance date. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.in

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Each Letter of Credit Agreement from time to time in effect. The shall be issued or amended, as the case may be, upon the request of the Company shall give notice delivered to the L/C Issuer applicable Issuing Lender (with a copy to the Administrative Agent) in the form of an L/C Application, appropriately completed and signed by a Responsible Officer of the proposed issuance of each Company. Such Letter of Credit on a Business Day which is Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any other means acceptable to such Issuing Lender. Such Letter of Credit Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least three two Business Days (or such lesser number of days later date and time as the Administrative Agent and the Issuing Lender shall may agree in any a particular instance in its their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of such a Letter of Credit. Each , such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C Issuer, together with such other documentation as the L/C Issuer may request in support thereof, it being understood that each L/C Application shall specifyspecify in form and detail reasonably satisfactory to the applicable Issuing Lender, among other things, the date on which the proposed Letter of Credit is to be issued, the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated, which shall be Dollars or an Alternative Currency, the expiration date of such Letter of Credit (which shall not be later than the earlier of thirty (30) seven days prior to (i) one year after the date of issuance thereof and (ii) the scheduled Termination Date (unless the Company has Cash Collateralized such Letter of Credit is or agreed that not less than 30 days prior to the scheduled Termination Date it will Cash Collateralized); provided, a Collateralize such Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Credit) and whether such Letter of Credit is to be transferable in whole or in parttransferable. So long as the L/C Issuer applicable Issuing Lender has not received written notice from Agent, any Lender or any Loan Party party to this Agreement that (a) the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, or (b) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Company or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.10.1(d) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Issuer Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. In Each Issuing Lender shall promptly advise the event of any inconsistency between the terms Administrative Agent of the Master issuance of each Letter of Credit Agreementby such Issuing Lender and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. Notwithstanding the foregoing or any L/C Application and the terms other provision of this Agreement, no Issuing Lender shall be under 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 terms force of this Agreement law) from any Governmental Authority with jurisdiction over such Issuing Lender shall controlprohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect at the Effective Time, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense that was not applicable at the Effective Time and that such Issuing Lender in good fxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to Agent and the Agent) Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Lender Agent and the Issuing Bank shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C IssuerAgent and the Issuing Bank, together with such other documentation as the L/C Issuer Agent or the Issuing Bank may 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 expiration date of such Letter of Credit (which shall not be later than the earlier to occur of thirty (30) days prior to (ix) one year after the date of issuance thereof and (iiy) twenty-five days prior to the scheduled Termination Date Date, provided that, subject to clause (unless such Letter of Credit is Cash Collateralizedy); provided, a any Letter of Credit with an expiration date of one a one-year term may provide for renewal thereof in for additional one-one year periods), subject to the preceding clause (ii)) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Issuing Bank has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Issuing Bank shall promptly advise the Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer Lender the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to the Agent) Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Lender shall agree in any particular instance in its sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C IssuerLender, together with such other documentation as the L/C Issuer Lender may 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 expiration date of such Letter of Credit (which shall not be later than the earlier of thirty (30) days prior to (i) one year after the date of issuance thereof and (ii) the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); ) provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Lender has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Lender shall issue such Letter of Credit on the requested issuance date. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to Agent and the Agent) Issuing Lender of the proposed issuance of each Letter of Credit (other than an Existing Letter of Credit) on a Business Day which is at least three Business Days (or such lesser number of days as the Agent and the Issuing Lender shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects reasonably satisfactory to the L/C IssuerAgent and the Issuing Lender, together with such other documentation as the L/C Issuer Agent or the Issuing Lender 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 expiration date of such Letter of Credit (which shall not be later than the earlier to occur of thirty (30) days prior to (ix) one year after the date of issuance thereof and (iiy) thirty days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Issuing Lender has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 10 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Agent and each Lender of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to Agent and the Agent) Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Agent and the Issuing Lender shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C IssuerAgent and the Issuing Lender, together with such other documentation as the L/C Issuer Agent or the Issuing Lender 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 expiration date of such Letter of Credit (which shall not be later than the earlier to occur of thirty (30) days prior to (ix) one year after the date of issuance thereof and (iiy) thirty days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Issuing Lender has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

L/C Applications. The Loan Parties shall execute Provided that the Company has executed and deliver to the delivered a Master L/C Issuer Agreement to the Master Letter of Credit Agreement from time to time in effect. The Issuing Bank, the Company shall give notice to the L/C Issuer (with a copy to Administrative Agent and the Agent) Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Lender Administrative Agent and the Issuing Bank shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C IssuerAdministrative Agent and the Issuing Bank, together with such other documentation as the L/C Issuer Administrative Agent or the Issuing Bank may 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 expiration date of such Letter of Credit (which shall not be later than the earlier of thirty (30) days prior to (i) one year after the date of issuance thereof and (ii) the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Issuing Bank has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Issuing Bank shall promptly advise the Administrative Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit L/C Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. Notwithstanding anything to the contrary, the Letters of Credit listed on Schedule 2.3.1, shall be deemed to have been issued pursuant to this Agreement on the Effective Date.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company shall give notice to the L/C Issuer (with a copy to Agent and the Agent) Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Lender Agent and the Issuing Bank shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C IssuerAgent and the Issuing Bank, together with such other documentation as the L/C Issuer Agent or the Issuing Bank may 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 expiration date of such Letter of Credit (which shall not be later than the earlier to occur of thirty (30) days prior to (ix) one year after the date of issuance thereof and (iiy) thirty days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as the L/C Issuer Issuing Bank has not received written notice from Agent, any Lender or any Loan Party that the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, the L/C Issuer Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Issuing Bank shall promptly advise the Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of any L/C Application or the Master Letter of Credit Agreement, any L/C Application on the one hand, and the terms of this Agreement, on the other hand, the terms of this Agreement shall control.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Each Letter of Credit Agreement from time to time in effect. The shall be issued or amended, as the case may be, upon the request of the Company shall give notice delivered to the L/C Issuer applicable Issuing Lender (with a copy to the Administrative Agent) in the form of an L/C Application, appropriately completed and signed by a Responsible Officer of the proposed issuance of each Company. Such Letter of Credit on a Business Day which is Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any other means acceptable to such Issuing Lender. Such Letter of Credit Application must be received by the applicable Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least three two Business Days (or such lesser number of days later date and time as the Administrative Agent and the applicable Issuing Lender shall may agree in any a particular instance in its their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of such a Letter of Credit. Each , such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the L/C Issuer, together with such other documentation as the L/C Issuer may request in support thereof, it being understood that each L/C Application shall specifyspecify in form and detail reasonably satisfactory to the applicable Issuing Lender, among other things, the date on which the proposed Letter of Credit is to be issued, the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated, which shall be Dollars or an Alternative Currency, the expiration date of such Letter of Credit (which shall not be later than the earlier of thirty (30) seven days prior to (i) one year after the date of issuance thereof and (ii) the scheduled Termination Date (unless the Company has Cash Collateralized such Letter of Credit is or agreed that not less than 30 days prior to the scheduled Termination Date it will Cash Collateralized); provided, a Collateralize such Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Credit) and whether such Letter of Credit is to be transferable in whole or in parttransferable. So long as the L/C Issuer applicable Issuing Lender has not received written notice from Agent, any Lender or any Loan Party party to this Agreement that (a) the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfied, or (b) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Company or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.10.1(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Issuer Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. In Each Issuing Lender shall promptly advise the event of any inconsistency between the terms Administrative Agent of the Master issuance of each Letter of Credit Agreementby such Issuing Lender and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. Notwithstanding the foregoing or any L/C Application and the terms other provision of this Agreement, no Issuing Lender shall be under 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 terms force of this Agreement law) from any Governmental Authority with jurisdiction over such Issuing Lender shall controlprohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect at the Effective Time, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense that was not applicable at the Effective Time and that such Issuing Lender in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally.

L/C Applications. The Loan Parties shall execute and deliver to the L/C Issuer the Master Letter of Credit Agreement from time to time in effect. The Company Representative shall give notice to the L/C Issuer (with a copy to Agent and the Agent) Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Lender Agent and the Issuing Bank shall agree in any particular instance in its their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company Representative and in all respects satisfactory to the L/C IssuerAgent and the Issuing Bank, together with such other documentation as the L/C Issuer Agent or the Issuing Bank may 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 expiration date of such Letter of Credit (which shall be acceptable to the Agent and the Issuing Bank in their sole discretion and in any event shall not be later than the earlier to occur of thirty (30) days prior to (ix) one year after the date of issuance thereof and (iiy) thirty days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized); provided, a Letter of Credit with an expiration date of one year may provide for renewal thereof in additional one-year periods, subject to the preceding clause (ii)Date) and whether such Letter of Credit is to be transferable in whole or in part. So long as Upon approval of the L/C Issuer has not received written notice from Agent, any Lender or any Loan Party that Issuing Bank and satisfaction of each of the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit (the satisfaction of which the Issuing Bank) shall have not been satisfiedno duty to ascertain), the L/C Issuer Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Issuing Bank shall promptly advise the Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.