Common use of Procedure for Issuance of Letter of Credit Clause in Contracts

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to such the relevant Issuing Lender Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon Promptly upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender Lenders and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Representative. Promptly after issuance by an Issuing Lender of a Letter of Credit, such Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The U.S. Borrower may from time to time request that an a U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to such U.S. Issuing Lender Lender, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such U.S. Issuing Lender, and such other certificates, documents and other papers and information as such U.S. Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable U.S. Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested U.S. Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the sum of Available U.S. Revolving Commitments and Available Canadian Revolving Commitments would not be less than zero, the applicable U.S. Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the U.S. Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any a U.S. Issuing Lender be required to issue any U.S. Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable U.S. Issuing Lender of a Letter of Credit, such and the U.S. Borrower. The applicable U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the BorrowerU.S. Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each U.S. Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit issued by such Issuing Lender it (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the relevant Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the relevant Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the relevant Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Any Borrower may from time to time request that an Applicable Issuing Lender Party issue a Letter of Credit by delivering to such Applicable Issuing Lender Party at its address for notices specified herein (with a copy to the Administrative Agent at its address for notices specified herein) an Application therefor, indicating (i) whether such Letter of Credit is to be a Secured Letter of Credit or an Unsecured Letter of Credit and (ii) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit and otherwise completed to the satisfaction of such Applicable Issuing LenderParty, and such other certificates, documents and other papers and information as such Applicable Issuing Lender Party may request. Concurrently ; provided that in no event shall any Applicable Issuing Party other than Barclays Bank PLC or Citibank, N.A. and, with the delivery consent of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent, one other Issuing Lender (and any of their respective Affiliates) issue any Letter of Credit denominated in Pounds Sterling. Upon receipt of any Application, the applicable Applicable Issuing Lender Party will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Applicable Issuing Lender Party be required to issue any Letter of Credit earlier than three five Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an Issuing Lender issuing the original of a such Letter of Credit, Credit to the beneficiary thereof or as otherwise may be agreed to by such Applicable Issuing Lender Party and such Borrower. Such Applicable Issuing Party shall furnish a copy of such Letter of Credit (i) to such Borrower promptly following the Borrowerissuance thereof and (ii) in the case of a Several Letter of Credit, to each Lender. Each Applicable Issuing Lender Party shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by such Issuing Lender it (including the face amount and Currency thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower Company may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and, subject to the terms and conditions hereof (and otherwise so long as such Issuing Lender shall promptly not have received written notice from any Bank, the Administrative Agent or the Company at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 6.02 shall not then be satisfied), shall, on the requested date, issue the such Letter of Credit requested thereby by issuing or enter into the original of such Letter of Credit to applicable amendment, as the beneficiary thereof or as otherwise case may be agreed to by such be, in each case in accordance with the Issuing Lender Lender’s usual and the Borrower customary business practices (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerCompany promptly following the issuance thereof. Each Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Banks, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents information describing the purpose of the Letter of Credit and other papers and information the location of the related project or development as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and such information describing the certificates, documents purpose of the Letter of Credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not be satisfied, the Letter of Credit requested thereby within three Business Days after its receipt of the Application therefor and all such requested information relating thereto by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and . No Issuing Lender shall provide a copy of such issue any Letter of Credit to during any period commencing on the first Business Day after it receives written notice from the Administrative Agent as soon as possible after that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders upon becoming aware that such conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of issuanceany Letter of Credit.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the relevant Issuing Lender Bank issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender Bank at its address for notices specified herein to the Borrower by such Issuing Bank an Application therefor, with a copy to the Administrative Agent, completed to the reasonable satisfaction of such Issuing LenderBank, and such other certificates, documents and other papers and information as such Issuing Lender Bank may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable relevant Issuing Lender Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event without the consent of the applicable Issuing Bank shall any Issuing Lender Bank be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an Issuing Lender issuing the original of a such Letter of CreditCredit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender Bank and the Borrower. Such Issuing Bank shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender Bank shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by such Issuing Lender it (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application therefor, with a copy to the Administrative Agent, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the delivery of an Application to an system provided by the relevant Issuing Lender, the Borrower shall deliver a copy thereof by personal delivery or by any other means acceptable to the Administrative Agentrelevant Issuing Lender. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Tranche A Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by such Issuing Lender it (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower Borrowers may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the L/C Issuer. Concurrently with the delivery of an Application to an the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its the Issuing Lender’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such the Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrowers. Each The Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of such Issuing LenderCredit Request in the form of Exhibit G, and attached hereto, accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Concurrently with If the delivery Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to Application; provided that if the Administrative AgentAgent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Upon receipt of any ApplicationLetter of Credit Request, the applicable an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary procedures procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments to be less than zero, shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the Application therefor beneficiary thereof or as otherwise agreed to by the Borrower and all such other certificates, documents and other papers and information relating thereto)the Issuing Lender. Promptly after the issuance by an Issuing Lender or amendment of a Letter of Credit, such the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower. Each Issuing Lender shall promptly give notice to such notice, the Administrative Agent shall notify each L/C Participant of the such issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof)or amendment, and shall provide a copy of such Letter of Credit to if so requested by an L/C Participant, the Administrative Agent as soon as possible after the date shall provide such L/C Participant with copies of issuancesuch issuance or amendment.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender (with a copy to the Administrative Agent), not later than 11:00 A.M., New York City time, at least three Business Days (or such later date and time as the Administrative Agent and the Issuing Lender may agree in a particular instance in their sole discretion) prior to proposed issuance date or date of amendment at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof) and the subsequent amendments, if any, of each Letter of Credit (including the amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The U.S. Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently , which Application shall include (i) the date of issuance (which shall be a Business Day), (ii) the date on which such Letter of Credit is to expire (which shall comply with Section 3.1(a)), (iii) the delivery currency in which such Letter of an Application Credit is to an Issuing Lenderbe denominated (which shall comply with Section 3.1(a)), (iv) the Borrower amount of such Letter of Credit, (v) the name and address of the beneficiary thereof and (vi) such other information as shall deliver a copy thereof be necessary to the Administrative Agentprepare and issue such Letter of Credit. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower Representative. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower Representative promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Lender cause an Issuing Lender to issue a Letter of Credit by delivering to the Lender and such Issuing Lender at its address for notices specified herein in the ASOT Credit Agreement an Application therefor, completed to the satisfaction of such the Lender and the Issuing Lender, and such other certificates, documents and other papers and information as the Lender and such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process notify the ASOT Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the ASOT Administrative Agent that after giving effect to the requested issuance, the ASOT Available Revolving Commitments would not be less than zero, the Lender will cause such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed by the Issuing Bank in accordance with its customary procedures and shall promptly issue cause the Letter of Credit requested thereby to be issued by issuing causing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such the Lender, Issuing Lender Bank and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing The Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each Issuing The Lender shall promptly give notice to the ASOT Administrative Agent as set forth in the ASOT Credit Agreement of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the ASOT Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents information describing the purpose of the letter of credit and other papers and information the location of the related project or development as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and such information describing the certificates, documents purpose of the letter of credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not be satisfied, the Letter of Credit requested thereby within two (2) Business Days after its receipt of the Application therefor and all such requested information relating thereto by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, with a copy to the Administrative Agent, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The U.S. Borrower may from time to time request that an the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to such the U.S. Issuing Lender Lender, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such the U.S. Issuing Lender, and such other certificates, documents and other papers and information as such the U.S. Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable U.S. Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested U.S. Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the sum of Available U.S. Revolving Commitments and Available Canadian Revolving Commitments would not be less than zero, the U.S. Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the U.S. Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the U.S. Issuing Lender be required to issue any U.S. Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the U.S. Issuing Lender of a Letter of Credit, such and the U.S. Borrower. The U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the BorrowerU.S. Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The U.S. Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Company or any Subsidiary Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender of a Letter of Credit, such and the Company or relevant Subsidiary Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerCompany or relevant Subsidiary Borrower promptly following the issuance thereof. Each The relevant Issuing Lender shall promptly give notice furnish to the Administrative Agent notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and . No Issuing Lender shall provide a copy of such issue any Letter of Credit to in the period commencing on the first Business Day after it receives written notice from the Administrative Agent as soon as possible after that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Administrative Agent shall immediately notify the Issuing Lenders upon becoming aware that such conditions in Section 5.2 are thereafter satisfied. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied in connection with the issuance of issuanceany Letter of Credit.

Procedure for Issuance of Letter of Credit. The Parent Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Parent Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerParent Borrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Any Subsidiary of the Parent Borrower may request the issuance of a Letter of Credit on the same terms as the Parent Borrower is entitled to do so, in which case (a) the Parent Borrower shall be unconditionally liable in respect thereof in accordance with the provisions of this Section 3 whether or not the Parent Borrower authorized such Subsidiary to request such Letter of Credit and (b) if requested by any such Subsidiary that is a Subsidiary Guarantor, both the Parent Borrower and such Subsidiary shall provide a copy be account parties in respect of such Letter of Credit to and shall be jointly and severally liable for all obligations of the Administrative Agent as soon as possible after the date Parent Borrower in respect of issuancesuch Letter of Credit.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering (i) to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof and (ii) to the Administrative AgentAgent copies of all such Applications, certificates, documents, and other papers and information. Upon receipt of any ApplicationApplication or copy thereof, (a) the applicable Administrative Agent shall inform the Issuing Lender of the aggregate amount of Revolving Loans and Swingline Loans then outstanding and (b) the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three five Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and . The Issuing Lender shall provide a copy of such Letter of Credit to also promptly notify the Administrative Agent as soon as possible after of any other event that results in a change in the date outstanding amount of issuancethe L/C Obligations.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time after the Syndication Date request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). The letter of credit identified on Schedule 3.2 to the Disclosure Letter shall at all times on and after the Syndication Date (PROVIDED that on such date Union Bank of California, and N.A. shall provide be a copy of such Lender party hereto) be deemed to be a "Letter of Credit to Credit" for all purposes of this Agreement and the Administrative Agent as soon as possible after other Loan Documents, and, Union Bank of California, N.A. shall be the date of issuance."Issuing Lender" in respect thereof. 3.3

Procedure for Issuance of Letter of Credit. (a) The Borrower Borrowers may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to such the relevant Issuing Lender Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon Promptly upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrowers, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) three (3) Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than ten (10) Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender Lenders and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrowers. Promptly after issuance by an Issuing Lender of a Letter of Credit, such Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to Borrowers and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit ) to the Administrative Agent as soon as possible after the date of issuanceRevolving Lenders.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, such Issuing Lender will notify the applicable Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit or amend a Letter of Credit, as the case may be, by delivering to such each of the Administrative Agent and the Issuing Lender at its respective address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently with In the delivery case of an any Application to an Issuing Lenderfor the initial issuance of a Letter of Credit, the Borrower Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent (which confirmation shall deliver a copy thereof be given promptly) that after giving effect to the Administrative Agent. Upon receipt of any Applicationrequested issuance, the applicable Available Revolving Commitments would not be less than zero, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier later than three five Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. In the case of a request for an Application to amend any outstanding Letter of Credit, such Application shall specify in form and detail reasonably satisfactory to the Issuing Lender the Letter of Credit to be amended, the proposed date of amendment thereof (which shall be a Business Day), the nature of the proposed amendment and such other matters as the Issuing Lender may reasonably require. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender or amendment thereof to the Borrower (including the face amount thereof), and shall provide with a copy of such Letter of Credit to the Administrative Agent as soon as possible after Agent) promptly following the date of issuanceissuance or amendment thereof.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) an Application therefor to such Issuing Lender at its address for notices specified herein an Application thereforon Schedule 1.1D or such other address as such Issuing Lender shall notify to the Borrower, completed to the satisfaction of such Issuing Lender, and such other certificatesinformation describing the purpose of the Letter of Credit, documents whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit and other papers and information the location of the related project or development as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable such Issuing Lender will process such Application and such information describing the certificates, documents purpose of the Letter of Credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.3 shall not be satisfied, the Letter of Credit requested thereby within two (2) Business Days after its receipt of the Application therefor and all such requested information relating thereto by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower and the Administrative Agent promptly following the issuance thereof. Each Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The A Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an the relevant Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently reasonably request in accordance with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agentits customary procedures. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than two Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any applicable Borrower. Each Issuing Lender be required prior to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of CreditCredit shall obtain confirmation from the Administrative Agent that after giving effect to such issuance, such (i) the L/C Obligations would not exceed the L/C Commitment, (ii) the Total Revolving Extensions of Credit would not exceed the Total Revolving Commitments and (iii) the Total Revolving Extensions of Credit to the Canadian Borrower would not exceed US$150,000,000 or the Canadian Dollar Equivalent thereof. Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrowerapplicable Borrower promptly following the issuance thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Upon request by the Administrative Agent, and each Issuing Lender shall provide a copy of such Letter of Credit report to the Administrative Agent the aggregate face amount of Letters of Credit issued by it and outstanding on any Business Day and such other information with respect to such Letters of Credit as soon as possible after the date of issuancemay be requested.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application therefor, with a copy to the Administrative Agent, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the delivery of an Application to an system provided by the relevant Issuing Lender, the Borrower shall deliver a copy thereof by personal delivery or by any other means acceptable to the Administrative Agentrelevant Issuing Lender. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by such Issuing Lender it (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the applicable Issuing Lender Bank issue a Letter of Credit by delivering to such Issuing Lender Bank at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing LenderBank, and such other certificates, documents and other papers and information as such Issuing Lender Bank may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable such Issuing Lender Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and and, after confirming with the Administrative Agent that the provisions of the proviso to the first sentence of Section 4.1 are then satisfied, shall promptly (and, in any event, within five Banking Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) issue the Letter of Credit requested thereby (but in no event shall such Issuing Bank be required to issue any Letter of Credit earlier than two Banking Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender Bank and the Borrower (but in no event shall any Borrower. Such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender Bank shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender Borrower promptly following the issuance thereof and shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Banks, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof); provided that, and shall provide a copy with respect to commercial Letters of such Letter of Credit to Credit, the Administrative Agent as soon as possible after need not furnish such notice of issuance to the date of issuanceRevolving Banks more frequently than once per calendar quarter.

Procedure for Issuance of Letter of Credit. The Borrower Borrowers may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the Issuing Lender. Concurrently with the delivery of an Application to an the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its the Issuing Lxxxxx’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such the Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrowers. Each The Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time request that an Issuing the L/C Lender issue cause a Letter of Credit to be issued by delivering to such Issuing the L/C Lender at its address for notices specified herein herein, an Application therefor, completed to the reasonable satisfaction of such Issuing the L/C Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing L/C Lender will process notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the L/C Lender will cause such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed by the L/C Lender and the Issuing Lender in accordance with its their respective customary procedures and shall cause the Issuing Lender to promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit to be issued earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an causing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such Issuing and the Borrower. The L/C Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each Issuing The L/C Lender shall promptly give notice furnish to the Administrative Agent which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of such Issuing LenderLender and the Administrative Agent, and such other certificates, documents and other papers and information as such the Issuing Lender or the Administrative Agent may request. Concurrently with In the delivery case of an Application any Letter of Credit to be issued by an Issuing Lender which is a Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon upon receipt of any Application, the applicable such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Promptly after issuance In the case of any Letter of Credit to be issued by an Issuing Lender which is not a Lender, upon receipt of a any Application, the Administrative Agent shall cause such Issuing Lender to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and to promptly issue the Letter of CreditCredit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Administrative Agent and the Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower and the Administrative Agent promptly following the issuance thereof. Each Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount and expiration date thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The A Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an the relevant Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently reasonably request in accordance with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agentits customary procedures. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than two Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any applicable Borrower. Each Issuing Lender be required prior to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of CreditCredit shall obtain confirmation from the Administrative Agent that after giving effect to such issuance, (i) the L/C Obligations would not exceed the L/C Commitment, (ii) the aggregate amount of the Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would not exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time, (iii) the Total Revolving Extensions of Credit denominated in Canadian Dollars would not exceed the Canadian Dollar Equivalent of US$150,000,000 and (iv) the Total Revolving Extensions of Credit denominated in Euros would not exceed the Euro Equivalent of US$200,000,000. Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrowerapplicable Borrower promptly following the issuance thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Tranche 1 Revolving Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Upon request by the Administrative Agent, and each Issuing Lender shall provide a copy of such Letter of Credit report to the Administrative Agent the aggregate face amount of Letters of Credit issued by it and outstanding on any Business Day and such other information with respect to such Letters of Credit as soon as possible after the date of issuancemay be requested.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Following receipt of such notice and prior to the issuance of a requested Letter of Credit, and the Administrative Agent shall provide a copy calculate the U.S. Dollar Equivalent of such Letter of Credit if it is to be denominated in an Alternate Currency and shall notify the Borrower and the Issuing Lender of the Aggregate Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Loans that (based upon notices delivered to the Administrative Agent as soon as possible after by the Borrower) are expected to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon delivery of an Application therefor and the issuance thereof the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed $120,000,000, (ii) 105% of the U.S. Dollar Equivalent of the L/C Obligations applicable to Letters of Credit denominated in Alternate Currencies shall not exceed the lesser of (A) $40,000,000 and (B) the Availability and (iii) the Aggregate Exposure shall not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base.

Procedure for Issuance of Letter of Credit. The US Borrower may from time to time request that an the Issuing Lender issue a US Borrower Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the US Borrower Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any US Borrower Letter of Credit earlier than (i) three Business Days Days, in the case of standby letters of credit or similar agreements or (ii) five Business Days, in the case of commercial letters of credit or similar agreements, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such US Borrower Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the US Borrower. The Issuing Lender shall furnish a copy of such US Borrower Letter of Credit to the BorrowerUS Borrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the US Borrower Revolving Lenders, notice of the issuance of each US Borrower Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue or cause an Issuing L/C Bank to issue a Letter of Credit by delivering an Application therefor to such Issuing Lender Lender, with a copy to the Administrative Agent, at its address their respective addresses for notices specified herein an Application thereforherein, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue or cause an Issuing L/C Bank to issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue or cause to be issued any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretothereto (or, if later, the Issuing L/C Bank Effective Date for the applicable Issuing L/C Bank). Promptly after issuance ) by an issuing or causing to be issued the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable Issuing Lender of a Letter of Credit, such and the Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The applicable Issuing Lender shall promptly give notice furnish to the Administrative Agent notice of the issuance of each such Letter of Credit issued by such Issuing Lender (including the face amount thereof), together with a copy of such Letter of Credit, whereupon the Administrative Agent shall in turn promptly furnish such notice to the Lenders and shall provide a copy of such Letter of Credit to any Lender requesting the Administrative Agent as soon as possible after the date of issuancesame.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of such Issuing LenderCredit Request in the form of Exhibit G, and attached hereto, accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Concurrently with request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the delivery of an Application to an Administrative Agent and such Issuing Lender, the Borrower shall deliver Lender may agree in a copy thereof particular instance in their sole discretion) prior to the proposed issuance date. If the Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative AgentAgent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Upon receipt of any ApplicationLetter of Credit Request, the applicable an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary procedures procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments to be less than zero, shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three two (2) Business Days after its receipt of a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the Application therefor beneficiary thereof or as otherwise agreed to by the Borrower and all such other certificates, documents and other papers and information relating thereto)the Issuing Lender. Promptly after the issuance by an Issuing Lender or amendment of a Letter of Credit, such the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower. Each Issuing Lender shall promptly give notice to such notice, the Administrative Agent shall notify each L/C Participant of the such issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof)or amendment, and shall provide a copy of such Letter of Credit to if so requested by an L/C Participant, the Administrative Agent as soon as possible after the date shall provide such L/C Participant with copies of issuancesuch issuance or amendment.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, such Issuing Lender will verify with the applicable Administrative Agent whether the requested Letter of Credit is permitted under Section 3.1 and following the receipt of such verification, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the applicable Borrower. Each Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Letter of Credit if it is to be denominated in a currency other than Dollars and shall notify the Company and such Issuing Lender shall promptly give notice of the amount of the Total Revolving Extensions of Credit after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Company) are to be borrowed or repaid prior to the requested date of the issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereofrelevant Borrower shall be deemed to represent and warrant that), and after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall provide a copy of such Letter not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit to denominated in Alternate Currencies shall not exceed the Administrative Agent as soon as possible after L/C Alternate Currency Sublimit and (iii) the date amount of issuancethe Revolving Extensions of Credit shall not exceed the Total Revolving Commitments.

Procedure for Issuance of Letter of Credit. (a) The U.S. Borrower may from time to time request that an the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to such the U.S. Issuing Lender Lender, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such the U.S. Issuing Lender, and such other certificates, documents and other papers and information as such the U.S. Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable U.S. Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested U.S. Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available U.S. Revolving Commitments would not be less than zero, the U.S. Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the U.S. Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the U.S. Issuing Lender be required to issue any U.S. Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the U.S. Issuing Lender of a Letter of Credit, such and the U.S. Borrower. The U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the BorrowerU.S. Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The U.S. Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender and the Administrative Agent at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of such the relevant Issuing LenderLender and the Administrative Agent, and such other certificates, documents and other papers and information as such the Issuing Lender or the Administrative Agent may request. Concurrently with In the delivery case of an Application any Letter of Credit to be issued by an Issuing Lender which is a Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon upon receipt of any Application, the applicable such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Promptly after issuance In the case of any Letter of Credit not to be issued by an Issuing Lender which is a Lender, upon receipt of a any Application, the Administrative Agent shall cause such Issuing Lender to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and to promptly issue the Letter of CreditCredit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Administrative Agent and the Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower and the Administrative Agent promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount and expiration date thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that an Issuing the L/C Lender issue cause a Letter of Credit to be issued by delivering to such the L/C Lender and the Issuing Lender at its address for notices specified herein an Application therefortherefor (which application may specify the requirements of any applicable Governmental Authority), completed to the satisfaction of such the L/C Lender and the Issuing Lender, and such other certificates, documents and other papers and information as such the L/C Lender or the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing L/C Lender will process notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the L/C Lender will cause such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed by the L/C Lender and the Issuing Lender in accordance with its customary procedures and shall promptly issue cause the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower issued (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit to be issued earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an causing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by the L/C Lender, the Issuing Lender of a Letter of Credit, such Issuing and the relevant Borrower. The L/C Lender shall furnish a copy of such Letter of Credit to the Borrowerrelevant Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each Issuing The L/C Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of such Issuing LenderCredit Request in the form of Exhibit G, and attached hereto, accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Concurrently with request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the delivery of an Application to an Administrative Agent and such Issuing Lender, the Borrower shall deliver Lender may agree in a copy thereof particular instance in their sole discretion) prior to the proposed issuance date. If the Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative AgentAgent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Upon receipt of any ApplicationLetter of Credit Request, the applicable an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary procedures procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments to be less than zero or (iii) the sum of the aggregate amount of Revolving Credit Loans outstanding to a Borrower plus the aggregate amount of L/C Obligations of such Borrower to exceed the Sublimit for such Borrower, shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three two (2) Business Days after its receipt of a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the Application therefor beneficiary thereof or as otherwise agreed to by the applicable Borrower and all such other certificates, documents and other papers and information relating thereto)the Issuing Lender. Promptly after the issuance by an Issuing Lender or amendment of a Letter of Credit, such the Issuing Lender shall furnish promptly notify the Administrative Agent and the applicable Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower. Each Issuing Lender shall promptly give notice to such notice, the Administrative Agent shall notify each L/C Participant of the such issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof)or amendment, and shall provide a copy of such Letter of Credit to if so requested by an L/C Participant, the Administrative Agent as soon as possible after the date shall provide such L/C Participant with copies of issuancesuch issuance or amendment.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender (with a copy to the Administrative Agent) at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the relevant Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the requesting Borrower. Each Issuing Lender shall promptly shall, within three days of such issuance, give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Upon the written request of any Lender, and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after will, within three Business Days of such request, inform such Lender of the aggregate drawable amount of all outstanding Letters of Credit issued to the Borrowers on the date of issuancesuch request.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of such Issuing LenderCredit Request in the form of Exhibit H, and attached hereto, accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Concurrently with If the delivery Issuing Lender shall so reasonably request, each Letter of Credit shall be accompanied by an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative AgentApplication. Upon receipt of any ApplicationLetter of Credit Request, the applicable an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary procedures procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments to be less than zero, shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the Application therefor beneficiary thereof or as otherwise agreed to by the Borrower and all such other certificates, documents and other papers and information relating thereto)the Issuing Lender. Promptly after the issuance by an Issuing Lender or amendment of a Letter of Credit, such the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower. Each Issuing Lender shall promptly give notice to such notice, the Administrative Agent shall notify each L/C Participant of the such issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof)or amendment, and shall provide a copy of such Letter of Credit to if so requested by an L/C Participant, the Administrative Agent as soon as possible after the date shall provide such L/C Participant with copies of issuancesuch issuance or amendment.

Procedure for Issuance of Letter of Credit. The Any Borrower may from time to time request that an Applicable Issuing Lender Party issue a Letter of Credit by delivering to such Applicable Issuing Lender Party at its address for notices specified herein an Application therefor, indicating (i) whether such Letter of Credit is to be a Secured Letter of Credit or an Unsecured Letter of Credit and (ii) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit and otherwise completed to the satisfaction of such Applicable Issuing LenderParty, and such other certificates, documents and other papers and information as such Applicable Issuing Lender Party may request. Concurrently ; provided that in no event shall any Applicable Issuing Party other than Barclays Bank PLC or Citibank, N.A. and, with the delivery consent of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent, one other Issuing Lender (and any of their respective Affiliates) issue any Letter of Credit denominated in Pounds Sterling. Upon receipt of any Application, the applicable Applicable Issuing Lender Party will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Applicable Issuing Lender Party be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an Issuing Lender issuing the original of a such Letter of Credit, Credit to the beneficiary thereof or as otherwise may be agreed to by such Applicable Issuing Lender Party and such Borrower. Such Applicable Issuing Party shall furnish a copy of such Letter of Credit (i) to such Borrower promptly following the Borrowerissuance thereof and (ii) in the case of a Several Letter of Credit, to each Lender. Each Applicable Issuing Lender Party shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time request that an any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, such Issuing Lender will notify the applicable Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of written confirmation from the Administrative Agent that after giving effect to the requested issuance, none of the statements specified in clauses (i) through (iv) of the first sentence of Section 3.7(a) would be true, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time on any Business Day occurring from the Closing Date until the Revolving Termination Date request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) three Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days, (or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Administrative Agent and the Issuing Lender at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and upon receipt of confirmation from the Administrative Agent that its records show that after giving effect to such issuance the (x) Available Revolving Commitments would not be less than zero and (y) the L/C Obligations would not exceed the L/C Commitment, shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Following receipt of such notice and prior to the issuance of a requested Letter of Credit, and the Administrative Agent shall provide a copy calculate the U.S. Dollar Equivalent of such Letter of Credit if it is to be denominated in an Alternate Currency and shall notify the Borrower and the Issuing Lender of the Aggregate Exposure after giving effect to (a) the issuance of such Letter of Credit and (b) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the Administrative Agent as soon as possible after the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon delivery of an Application therefor and the issuance thereof the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed $120,000,000, (ii) 105% of the U.S. Dollar Equivalent of the L/C Obligations applicable to Letters of Credit denominated in Alternate Currencies shall not exceed the lesser of (A) $40,000,000 and (B) the Availability and (iii) the Aggregate Exposure shall not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) an Application therefor to such Issuing Lender at its address for notices specified herein an Application thereforon Schedule 1.1E or such other address as such Issuing Lender shall notify to the Borrower, completed to the satisfaction of such Issuing Lender, and such other certificatesinformation describing the purpose of the Letter of Credit, documents whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit and other papers and information the location of the related project or development as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable such Issuing Lender will process such Application and such information describing the certificates, documents purpose of the Letter of Credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless such Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not be satisfied, the Letter of Credit requested thereby within two (2) Business Days after its receipt of the Application therefor and all such requested information relating thereto by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower and the Administrative Agent promptly following the issuance thereof. Each Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.. 3.3

Procedure for Issuance of Letter of Credit. The A Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an the relevant Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently reasonably request in accordance with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agentits customary procedures. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than two Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any applicable Borrower. Each Issuing Lender be required prior to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of CreditCredit shall obtain confirmation from the Administrative Agent that after giving effect to such issuance, (i) the L/C Obligations would not exceed the L/C Commitment, (ii) the aggregate amount of the Revolving Extensions of Credit of the Tranche 1 Lenders outstanding at such time would not exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time and (iii) the Total Revolving Extensions of Credit to the Canadian Borrower would not exceed US$150,000,000 or the Canadian Dollar Equivalent thereof. Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrowerapplicable Borrower promptly following the issuance thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Tranche 1 Revolving Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Upon request by the Administrative Agent, and each Issuing Lender shall provide a copy of such Letter of Credit report to the Administrative Agent the aggregate face amount of Letters of Credit issued by it and outstanding on any Business Day and such other information with respect to such Letters of Credit as soon as possible after the date of issuancemay be requested.

Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, and such other customary certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently with Such Application must be received by the delivery of an Application to an Issuing Lender, Lender not later than 1:00 p.m. (New York City time) at least five Business Days (or such shorter period as the Borrower shall deliver Issuing Lender may agree in a copy thereof particular instance in its sole discretion) prior to the Administrative Agentproposed issuance date or date of amendment, as the case may be. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith (if any) in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than five Business Days (or such shorter period as the Issuing Lender may agree in a particular instance in its sole discretion) after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Effective Date, prior to) the Effective Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to such the relevant Issuing Lender Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon Promptly upon receipt of any Application, such Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative at least two (2) Business Days prior to the requested date of issuance, or one (1) Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) three (3) Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than ten (10) Business Days, (or in each case such shorter period as may be agreed to by the applicable Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the applicable Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Representative. Promptly after issuance by an Issuing Lender of a Letter of Credit, such The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower TMP may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, an Issuing Lender will notify the applicable Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and TMP. Each Issuing Lender shall furnish a copy of such Letter of Credit to TMP (with a copy to the BorrowerAdministrative Agent) promptly following the issuance thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (including or such longer period in the face amount thereof)case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, and the Borrower shall provide not be required to make a copy specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent as soon as possible after that the date Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of issuancethe applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender (with a copy to the Administrative Agent), not later than 11:00 A.M., New York City time, at least three Business Days (or such later date and time as the Administrative Agent and the Issuing Lender may agree in a particular instance in their sole discretion) prior to proposed issuance date or date of amendment at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof) and the subsequent amendments, if any, of each Letter of Credit (including the amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents information describing the purpose of the letter of credit and other papers and information the location of the related project or development as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and such information describing the certificates, documents purpose of the letter of credit and other papers and information the location of the related project or development delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue issue, unless the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not be satisfied, the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower within two (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three 2) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and requested information relating theretothereto by issuing the original of such Letter of Credit to (i) the beneficiary thereof, (ii) upon the request of the Person submitting such Application (the “Applicant”). Promptly after issuance , the Applicant, or (iii) as otherwise may be agreed to by an the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may ------------------------------------------ from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender (with a copy to the Administrative Agent) at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly (but in no event more than five Business Days following the receipt of such Application) issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an the Issuing Lender of a Letter of Credit, such the Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each The Issuing Lender shall promptly shall, within three days of such issuance, give notice to the Administrative Agent notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Upon the written request of any Revolving Credit Lender, and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after will, within three Business Days of such request, inform such Revolving Credit Lender of the aggregate drawable amount of all Letters of Credit outstanding on the date of issuancesuch request.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the relevant Issuing Lender Bank issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender Bank at its address for notices specified herein to the Borrower by such Issuing Bank an Application therefor, with a copy to the Administrative Agent, completed to the reasonable satisfaction of such Issuing LenderBank, and such other certificates, documents and other papers and information as such Issuing Lender Bank may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable relevant Issuing Lender Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event without the consent of the applicable Issuing Bank shall any Issuing Lender Bank be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an Issuing Lender issuing the original of a such Letter of CreditCredit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender Bank and the Borrower. Such Issuing Bank shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender Bank shall promptly give notice prompt ly furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by such Issuing Lender it (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower or any of its Subsidiaries may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit (and all amendments, renewals and extensions thereof) to the Borrower. Each Issuing Lender shall promptly give notice Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefortherefor (including by telecopy), completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the (i) Total Revolving Extensions of Credit would not exceed the lesser of (A) Senior Debt Limit at such time, (B) if the Borrowing Base is in effect on the date the Letter of Credit is issued, the Borrowing Base on such date or (C) the Total Revolving Commitments at such time, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby thereby; provided, however, the Issuing Lender shall not be required to issue any Letter of Credit earlier than (a) three Business Days in the case of a new Letter of Credit or (b) one Business Day in the case of an amendment of an existing Letter of Credit, in each case after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Borrower. Promptly after issuance by an Issuing Lender of a Letter of Credit, such The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application therefor, with a copy to the Administrative Agent, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the delivery of an Application to an system provided by the relevant Issuing Lender, the Borrower shall deliver a copy thereof by personal delivery or by any other means acceptable to the Administrative Agentrelevant Issuing Lender. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of 121 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by such Issuing Lender it (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuanceit.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (including or such longer period in the face amount thereof)case of a Letter of Credit with an expiration in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with an expiration in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, and the Borrower shall provide not be required to make a copy specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Termination Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may - 58 - be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent as soon as possible after that the date Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of issuancethe applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that an Issuing the L/C Lender issue cause a Letter of Credit to be issued by delivering to such the L/C Lender and the Issuing Lender Bank at its address for notices specified herein an Application therefor, completed to the satisfaction of such the L/C Lender and the Issuing LenderBank, and such other certificates, documents and other papers and information as such the L/C Lender and the Issuing Lender Bank may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing L/C Lender will process notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the L/C Lender will cause such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed by the L/C Lender and the Issuing Bank in accordance with its customary procedures and shall promptly issue cause the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower issued (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit to be issued earlier than three five Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an Issuing Lender causing the original of a such Letter of CreditCredit to be issued to the beneficiary thereof or as otherwise may be agreed to by the L/C Lender, such the Issuing Bank and the relevant Borrower. The L/C Lender shall furnish a copy of such Letter of Credit to the Borrowerrelevant Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each Issuing The L/C Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue the L/C Arranger cause a Letter of Credit to be issued by an Issuing Lender by delivering to such Issuing Lender the L/C Arranger, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such Issuing Lenderthe L/C Arranger, and such other certificates, documents and other papers and information as such Issuing Lender the L/C Arranger may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable L/C Arranger will, and will cause such Issuing Lender will to, process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures procedures, and shall the L/C Arranger will promptly cause such Issuing Lender to issue the Letter of Credit requested thereby by issuing causing the original of such Letter of Credit to be issued to the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable) or as otherwise may be agreed to by the L/C Arranger, such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its the L/C Arranger’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender the L/C Arranger shall furnish a copy of such Letter of Credit to the BorrowerBorrower and the Administrative Agent. Each Issuing Lender The L/C Arranger shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time request that an any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, such Issuing Lender will notify the applicable Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of written confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitmentsnone of the statements specified in clauses (i) through (iv) of the first sentence of Section 3.7(a) would not be less than zerotrue, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith to be processed in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time (a) Subject to time request that an Issuing Lender issue a the terms and conditions hereof, each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days' prior notice thereof waivable by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed the Administrative Agent by delivery to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery address set forth in Section 10.2 of an Application for Issuance to an Issuing Lender, the Borrower Administrative Agent (which shall deliver a copy promptly distribute copies thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application Lenders) and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and Issuing Bank. Each Application for Issuance shall promptly issue specify (i) the Letter date (which shall be a Business Day) of Credit requested thereby by issuing the original issuance of such Letter of Credit to (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof, (ii) the proposed stated amount of such Letter of Credit, (iii) the name and address of the beneficiary thereof or as otherwise may be agreed to by of such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt and (iv) a statement of the drawing conditions applicable to such Letter of Credit, and if such Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by for Issuance relates to an Issuing Lender amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Application for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Application for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the Issuing Lender Bank shall furnish a copy of issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Borrower. Each Issuing Lender Borrower and the Administrative Agent, which shall promptly give notice furnish copies thereof to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuanceLenders.

Procedure for Issuance of Letter of Credit. The Borrower Borrowers may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the L/C IssuerIssuing Lender. Concurrently with the delivery of an Application to an the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its the Issuing Lender’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such the Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrowers. Each The Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein in accordance with the provisions of Section 10.2 an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently reasonably request consistent with its customary business practices for comparable transactions (it being expressly understood and agreed by each Issuing Lender that the terms and provisions of each such Application shall be consistent with the delivery terms and provisions of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agentthis Agreement). Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in [CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO THE FREEDOM OF INFORMATION ACT] connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender of a Letter of Credit, such and the Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The relevant Issuing Lender shall promptly give notice furnish to the Administrative Agent notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount and currency thereof), and . No Issuing Lender shall provide a copy of such issue any Letter of Credit to during any period commencing on the first Business Day after it receives written notice from the Administrative Agent as soon as possible after that one or more of the conditions precedent contained in Section 5.3 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders upon becoming aware that such conditions in Section 5.3 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.3 have been satisfied or waived in connection with the issuance of issuanceany Letter of Credit.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, such Issuing Lender will verify with the applicable Administrative Agent whether the requested Letter of Credit is permitted under Section 3.1 and following the receipt of such verification, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the applicable Borrower. Each Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Letter of Credit if it is to be denominated in a currency other than Dollars and shall notify the Company and such Issuing Lender of the amount of the Total Revolving Extensions of Credit after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Company) are to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon issuance of each Letter of Credit the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment and (ii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of such Issuing LenderCredit Request in the form of Exhibit G, and attached hereto, accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Concurrently with If the delivery Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application to an Issuing LenderApplication, the Borrower shall deliver a copy thereof to provided that if the Administrative AgentAgent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Upon receipt of any ApplicationLetter of Credit Request, the applicable an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary procedures procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments to be less than zero, shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the Application therefor beneficiary thereof or as otherwise agreed to by the Borrower and all such other certificates, documents and other papers and information relating thereto)the Issuing Lender. Promptly after the issuance by an Issuing Lender or amendment of a Letter of Credit, such the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower. Each Issuing Lender shall promptly give notice to such notice, the Administrative Agent shall notify each L/C Participant of the such issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof)or amendment, and shall provide a copy of such Letter of Credit to if so requested by an L/C Participant, the Administrative Agent as soon as possible after the date shall provide such L/C Participant with copies of issuancesuch issuance or amendment.

Procedure for Issuance of Letter of Credit. The Borrower Company -------------------------------------------------------- may from time to time request that an Issuing Lender issue a Letter of Credit for the account of the Company or for the account of the Company and an L/C Subsidiary, jointly and severally, by delivering to such the Issuing Lender (with a copy to the Administrative Agent) at its address for notices specified herein or as separately notified to the Company by such Issuing Lender an Application therefor, completed to the satisfaction of such the relevant Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with ; and in such request the delivery Company shall specify whether the requested Letter of an Application Credit is to an Issuing Lender, the Borrower shall deliver be a copy thereof US$ Letter of Credit or Supplemental Letter of Credit (subject to the Administrative Agentrequirements of Section 9.2(d)). Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender of a Letter of Credit, such and the Company. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerCompany and, if relevant, the L/C Subsidiary, promptly following the issuance thereof. Each Such Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower Borrowers may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Commitments would not be less than zero, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrowers. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrowers (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The A Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an the relevant Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently reasonably request in accordance with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agentits customary procedures. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than two Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any applicable Borrower. Each Issuing Lender be required prior to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of CreditCredit shall obtain confirmation from the Administrative Agent that after giving effect to such issuance, (i) the L/C Obligations would not exceed the L/C Commitment or (ii) the aggregate amount of the Revolving Extensions of Credit of the Tranche 1 Revolving Lenders outstanding at such time would not exceed the aggregate amount of Tranche 1 Revolving Commitments in effect at such time. Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrowerapplicable Borrower promptly following the issuance thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Tranche 1 Revolving Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Upon request by the Administrative Agent, and each Issuing Lender shall provide a copy of such Letter of Credit report to the Administrative Agent the aggregate face amount of Letters of Credit issued by it and outstanding on any Business Day and such other information with respect to such Letters of Credit as soon as possible after the date of issuancemay be requested.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application therefor, with a copy to the Administrative Agent, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. Concurrently with Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the delivery of an Application to an system provided by the relevant Issuing Lender, the Borrower shall deliver a copy thereof by personal delivery or by any other means acceptable to the Administrative Agentrelevant Issuing Lender. Upon receipt of any Application, the applicable relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit (or such 134 US-DOCS\123668313.8 amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the relevant Tranche A Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by such Issuing Lender it (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) The US Borrower may from time to time request that an a US Issuing Lender issue a US Letter of Credit by delivering to such US Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such US Issuing Lender, and such other certificates, documents and other papers and information as such US Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an a US Issuing Lender, the US Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable a US Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the US Letter of Credit requested thereby by issuing the original of such US Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such US Issuing Lender and the US Borrower (but in no event shall any US Issuing Lender be required to issue any US Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an a US Issuing Lender of a US Letter of Credit, such US Issuing Lender shall furnish a copy of such US Letter of Credit to the US Borrower, as applicable. Each US Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each US Letter of Credit issued by such US Issuing Lender (including the face amount thereof), and shall provide a copy of such US Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) . (a) The U.S. Borrower may from time to time request that an the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to such the U.S. Issuing Lender Lender, with a copy to the Administrative Agent, at its address their addresses for notices specified herein herein, an Application therefor, completed to the satisfaction of such the U.S. Issuing Lender, and such other certificates, documents and other papers and information as such the U.S. Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable U.S. Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested U.S. Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available U.S. Revolving Commitments would not be less than zero, the U.S. Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the U.S. Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the U.S. Issuing Lender be required to issue any U.S. Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the U.S. Issuing Lender of a Letter of Credit, such and the U.S. Borrower. The U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the BorrowerU.S. Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The U.S. Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an a completed Application therefor, completed to the satisfaction of such Issuing Lender, therefore and such any other certificates, documents and other papers and information as required pursuant to the Application. Each such notice may be revoked telephonically by the Borrower to the Issuing Lender may requestand the Administrative Agent any time prior to the issuance of the Letter of Credit, provided that such revocation is confirmed in writing by the Borrower to the Issuing Lender and the Administrative Agent within one Business Day by facsimile. Concurrently with the delivery of an Application to an the Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required fail to issue any Letter of Credit earlier than within three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an the Issuing Lender of a Letter of Credit, such the Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each The Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such the Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The (i)The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to such the relevant Issuing Lender Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon Promptly upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the Issuing Lender Lenders and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Representative. Promptly after issuance by an Issuing Lender of a Letter of Credit, such Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. (a) (a) The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower Borrowers may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender and signed by a Responsible Officer and including agreed-upon draft language for such Letter of Credit reasonably acceptable to the applicable Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the applicable Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrowerapplicable Borrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish CHAR1\1969725v1CHAR1\1969725v3 to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide . The Issuing Lender may send a copy of such Letter of Credit or conduct any communication to or from the Administrative Agent as soon as possible after beneficiary via the date Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of issuancecommunicating with a beneficiary.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time after the Syndication Date request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). The letter of credit identified on Schedule 3.2 to the Disclosure Letter shall at all times on and after the Syndication Date (PROVIDED that on such date Union Bank of California, and N.A. shall provide be a copy of such Lender party hereto) be deemed to be a Letter of Credit to for all purposes of this Agreement and the Administrative Agent as soon as possible after other Loan Documents, and, Union Bank of California, N.A. shall be the date of issuanceIssuing Lender in respect thereof.

Procedure for Issuance of Letter of Credit. (a) The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit for the Borrower's own account or for the account of any Subsidiary of the Borrower (provided that the Borrower will be a co-applicant and a co-obligor with respect to each Letter of Credit issued for the account of any such Subsidiary) by delivering to such Issuing Lender at its address for notices specified herein an Application therefortherefor (with a copy to the Administrative Agent), completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable an Issuing Lender will (x) confirm with the Administrative Agent that the Excess Availability, prior to giving effect to any Reserves with respect to such Letter of Credit on the date of the proposed issuance of Letter of Credit shall be equal to or greater than one hundred (100%) percent of the face amount thereof and all other commitments and obligations made or incurred by the Administrative Agent with respect thereto, and (y) if the Excess Availability is equal to or greater than such amount, as confirmed to the relevant Issuing Lender by the Administrative Agent, process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower and Administrative Agent. Each Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). Notwithstanding anything to the contrary contained herein, and with respect to any Letter of Credit to be issued by First Union, the Borrower shall provide submit any request for a copy of such Letter of Credit to the Administrative Agent, together with an Application therefor, completed in accordance with customary documentation and procedures established by the Administrative Agent and First Union. Subject to the terms and conditions contained herein, upon receipt and approval by the Administrative Agent of an Application for a Letter of Credit to be issued by First Union, duly executed and delivered by the Borrower, the Administrative Agent shall execute such Application as soon co-applicant with the Borrower and indemnitor of First Union as possible after the date issuer of issuancethe Letter of Credit subject to such Application and deliver such Application to First Union. All obligations of the Borrower hereunder to First Union as Issuing Lender with respect to any such Letter of Credit shall instead be owed to the Administrative Agent and with respect to such Letters of Credit, the Administrative Agent shall be deemed the Issuing Lender for purposes of this Agreement, except with respect to the fronting fee provided for in Section 3.3(a) hereof and the costs and expenses provided for in Section 3.3(b). The Administrative Agent may, at its option, charge such fees to the loan account of the Borrower maintained by the Administrative Agent.

Procedure for Issuance of Letter of Credit. The Borrower may ------------------------------------------ from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender and the Administrative Agent at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of such the relevant Issuing LenderLender and the Administrative Agent, and such other certificates, documents and other papers and information as such the Issuing Lender or the Administrative Agent may request. Concurrently with In the delivery case of an Application any Letter of Credit to be issued by an Issuing Lender which is a Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon upon receipt of any Application, the applicable such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower. Promptly after issuance In the case of any Letter of Credit not to be issued by an Issuing Lender which is a Lender, upon receipt of a any Application, the Administrative Agent shall cause such Issuing Lender to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and to promptly issue the Letter of CreditCredit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Administrative Agent and the Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower and the Administrative Agent promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount and expiration date thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time (a) Subject to time request that an Issuing Lender issue a the terms and conditions hereof, each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days' prior notice thereof waivable by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed the Administrative Agent by delivery to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery address set forth in Section 9.2 of an Application for Issuance to an Issuing Lender, the Borrower Administrative Agent (which shall deliver a copy promptly distribute copies thereof to the Administrative Agent. Upon receipt of any ApplicationTranche A Lenders or Tranche B Lenders, the applicable Issuing Lender will process such Application whichever is applicable) and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and Issuing Bank. Each Application for Issuance shall promptly issue specify (i) the Letter date (which shall be a Business Day) of Credit requested thereby by issuing the original issuance of such Letter of Credit to (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof, (ii) the proposed stated amount of such Letter of Credit, (iii) the name and address of the beneficiary thereof or as otherwise may be agreed to by of such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt and (iv) a statement of the drawing conditions applicable to such Letter of Credit, and if such Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by for Issuance relates to an Issuing Lender amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Application for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Application for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the Issuing Lender Bank shall furnish a copy of issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Borrower. Each Issuing Lender Borrower and the Administrative Agent, which shall promptly give notice furnish copies thereof to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof)Tranche A Lenders or Tranche B Lenders, and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuancewhichever is applicable.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefortherefor (which shall (a) certify that the Aggregate Extensions of Credit, after giving effect to the issuance of the requested Letter of Credit, do not exceed the Borrowing Base reflected on the most recent Borrowing Base Certificate delivered to the Administrative Agent under Section 6.2(e) and (b) specify (i) the then applicable Excepted Secured Debt Amount and (ii) the Utilized Secured Debt Amount, both before and after giving effect to the issuance of the requested Letter of Credit), completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a Letter of Credit, such and the Borrower. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Revolving Commitments would not be less than zero and the other conditions to the extension of credit as described in Article 5 have been satisfied (or waived by the Required Lenders), the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and . No Issuing Lender shall provide a copy of such issue any Letter of Credit to during any period commencing on the first Business Day after it receives written notice from the Administrative Agent as soon as possible after that one or more of the conditions precedent contained in Section 5.2 shall not on such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders upon becoming aware that such conditions in Section 5.2 are thereafter satisfied or waived. The Issuing Lenders shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 5.2 have been satisfied or waived in connection with the issuance of issuanceany Letter of Credit.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor specifying the purpose therefor, completed to the satisfaction of such the Issuing Lender, the certificate of a Responsible Officer of the Borrower and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently , with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the General Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will agrees to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender of a and the Borrower, provided, (a) that no Tranche A Letter of CreditCredit to provide financial assurance of reclamation, clean up or other similar changes shall be issued unless and until the General Administrative Agent shall have reasonably determined that such additional financial assurance is required in the amount and at the time requested and that the Loan Party that owns the site or operation in respect of which such assurance is requested is likely to fully perform the obligations supported by such Letter of Credit and (b) that no Tranche B Letter of Credit for increased financial assurances shall be issued unless and until the General Administrative Agent shall have reasonably determined that such additional financial assurance is required in the amount and at the time requested. The Issuing Lender shall furnish a copy of such each Letter of Credit by it hereunder to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the General Administrative Agent Agent, which shall in turn promptly furnish to the L/C Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Effective Date, prior to) the Effective Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to such the relevant Issuing Lender Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon Promptly upon receipt of any Application, such Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative at least two (2) Business Days prior to the requested date of issuance, or one (1) Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) three (3) Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than ten (10) Business Days, (or in each case such shorter period as may be agreed to by the applicable Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such the applicable Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto)Representative. Promptly after issuance by an Issuing Lender of a Letter of Credit, such The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, the certificate of a Responsible Officer of the Borrower and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently , with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the General Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will agrees to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower, PROVIDED, that no Letter of a Credit to provide financial assurance of reclamation, clean up or other similar changes shall be issued unless and until the General Administrative Agent shall have reasonably determined, that such additional financial assurance is required in the amount and at the time requested and that the Loan Party that owns the site or operation in respect of which such assurance is requested is likely to fully perform the obligations supported by such Letter of Credit, such . The Issuing Lender shall furnish a copy of such each Letter of Credit by it hereunder to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the General Administrative Agent Agent, which shall in turn promptly furnish to the L/C Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefortherefor (including by telecopy), completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with request at least three Business Days before the delivery of an Application to an Issuing Lender, date on which the Borrower shall deliver a copy thereof desires the Issuing Lender to the Administrative Agentissue such Letter of Credit. Upon receipt of any Application, the applicable Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the (i) Total Revolving Extensions of Credit would not exceed the lesser of (A) Senior Debt Limit at such time, (B) Borrowing Base at such time or (C) the Total Revolving Commitments at such time, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower Borrowers may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such the Issuing Lender, Lender and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Concurrently with the delivery of an Application to an the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower Borrowers (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its the Issuing Lender's receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such the Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrowers. Each The Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time (a) Subject to time request that an Issuing Lender issue a the terms and conditions hereof, each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ prior notice thereof waivable by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed the Administrative Agent by delivery to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery address set forth in Section 9.2 of an Application for Issuance to an Issuing Lender, the Borrower Administrative Agent (which shall deliver a copy promptly distribute copies thereof to the Administrative Agent. Upon receipt of any ApplicationTranche A Lenders or Tranche B Lenders, the applicable Issuing Lender will process such Application whichever is applicable) and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and Issuing Bank. Each Application for Issuance shall promptly issue specify (i) the Letter date (which shall be a Business Day) of Credit requested thereby by issuing the original issuance of such Letter of Credit to (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof, (ii) the proposed stated amount of such Letter of Credit, (iii) the name and address of the beneficiary thereof or as otherwise may be agreed to by of such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt and (iv) a statement of the drawing conditions applicable to such Letter of Credit, and if such Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by for Issuance relates to an Issuing Lender amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Application for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Application for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the Issuing Lender Bank shall furnish a copy of issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Borrower. Each Issuing Lender Borrower and the Administrative Agent, which shall promptly give notice furnish copies thereof to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof)Tranche A Lenders or Tranche B Lenders, and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuancewhichever is applicable.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of such Issuing LenderCredit Request in the form of Exhibit I, and attached hereto, accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Concurrently with If the delivery Issuing Lender shall so reasonably request, each Letter of Credit shall be accompanied by an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative AgentApplication. Upon receipt of any ApplicationLetter of Credit Request, the applicable an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary procedures procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request and that the terms and conditions of the requested Letter of Credit are acceptable to it, shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the Application therefor beneficiary thereof or as otherwise agreed to by the Borrower and all such other certificates, documents and other papers and information relating thereto)the Issuing Lender. Promptly after the issuance by an Issuing Lender or amendment of a Letter of Credit, such the Issuing Lender shall furnish promptly notify the Administrative Agent and the Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter issuance or amendment. Upon receipt of Credit to the Borrower. Each Issuing Lender shall promptly give notice to such notice, the Administrative Agent shall notify each L/C Participant of the such issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof)or amendment, and shall provide a copy of such Letter of Credit to if so requested by an L/C Participant, the Administrative Agent as soon as possible after the date shall provide such L/C Participant with copies of issuancesuch issuance or amendment.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto), provided that, such Issuing Lender may, prior to the issuance of any original Letter of Credit, request the Borrower obtain confirmation from the beneficiary thereof that the form of such Letter of Credit is acceptable. Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof), and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the applicable Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance ) by an issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender of a Letter of Credit, such and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the BorrowerBorrower promptly following the issuance thereof. Each The Issuing Lender shall promptly give notice furnish to the Administrative Agent Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (including or such longer period in the face amount thereof)case of a Letter of Credit with an expiration in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with an expiration in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, and the Borrower shall provide not be required to make a copy specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Termination Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent as soon as possible after that the date Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of issuancethe applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.