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

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 the relevant 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. 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 the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the 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 (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The U.S. 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 a U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to the relevant such U.S. Issuing 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. Promptly upon Upon receipt of any Application, the relevant applicable U.S. Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date sum of amendmentAvailable U.S. Revolving Commitments and Available Canadian Revolving Commitments would not be less than zero, 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 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 (but in no event shall any a U.S. Issuing Lender be required to issue any U.S. 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable U.S. Issuing Lenders Lender and the U.S. Borrower. The applicable U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the U.S. Borrower Representative(with a copy to the Administrative Agent) promptly following the issuance thereof. Each U.S. Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit by it (including the amount thereof). (b) The Canadian Borrower or such U.S. Borrower may from time to time request that a Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to such Canadian Issuing Lender, with a copy to the Administrative Agent, at its address for notice specified herein, an Application therefor, completed to the reasonable satisfaction of such Canadian Issuing Lender, and such other certificates, documents and other papers and information as such Canadian Issuing Lender may reasonably request. Upon receipt of any such Application, the applicable Canadian Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Canadian Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Canadian Revolving Commitments would not be less than zero, the Canadian 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 Canadian Letter of Credit requested thereby by issuing the original of such Canadian Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Canadian Issuing Lender and the Canadian Borrower or the U.S. Borrower, as the case may be, (but in no event shall a Canadian 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 a Canadian Issuing Lender of a Canadian Letter of Credit, the Canadian Issuing Lender shall furnish a copy of such Letter of Credit to the Canadian Borrower, the U.S. Borrower Representative and the Administrative Agent promptly following the issuance thereofAgent. The Administrative Agent Each Canadian Issuing Lender shall promptly furnish to the Administrative Agent, which the Administrative Agent shall in turn promptly furnish to the Canadian Revolving Lenders Lenders, notice of the issuance of each Canadian Letter of Credit by it (including the amount thereof). (c) Notwithstanding anything in this Agreement to the contrary, (i) each U.S. Issuing Lender shall each have the right, by notice to the U.S. Borrower to decline to act as a U.S. Issuing Lender for any U.S. Letter of Credit that shall expire after the Initial Revolving Termination Date and (ii) each Canadian Issuing Lender shall each have the right, by notice to the Canadian Borrower and the U.S. Borrower to decline to act as a Canadian Issuing Lender for any Canadian Letter of Credit that shall expire after the Initial Revolving Termination Date.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). No Issuing Lender shall issue any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent 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 any Letter of Credit.

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 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 to the relevant Borrower by such Issuing LenderLender an Application therefor, with a copy to the Administrative Agent, 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. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. 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 (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Tranche A Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Any 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 Applicable Issuing Lender Party issue a Letter of Credit by delivering to the relevant such Applicable Issuing Lender, with a copy to the Administrative Agent, 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 Party may request; provided that in no event shall any Applicable Issuing Party other than Barclays Bank PLC or Citibank, N.A. and, with the consent of the Administrative Agent, one other Issuing Lender may request(and any of their respective Affiliates) issue any Letter of Credit denominated in Pounds Sterling. Promptly upon Upon receipt of any Application, the relevant Applicable 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 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 (but in no event shall any Applicable Issuing Lender Party 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, 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 such Applicable Issuing Lenders Party and the Borrower Representativesuch Borrower. Each Such Applicable Issuing Lender Party shall furnish a copy of such Letter of Credit (i) to the such Borrower Representative and the Administrative Agent promptly following the issuance thereofthereof and (ii) in the case of a Several Letter of Credit, to each Lender. The Administrative Agent Each Applicable Issuing Party shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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 the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Revolving Lenders Administrative 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 it (including the amount and Currency thereof).

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 the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit G, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Promptly upon If the Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative Agent 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 relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy 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 ApplicationAvailable Revolving Credit Commitments to be less than zero, 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, 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 Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

Procedure for Issuance of Letter of Credit. (a) The U.S. 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 the Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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, 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 currency in which such Letter of Credit is to be denominated (which shall comply with Section 3.1(a)), (iv) the amount of such Letter of Credit, (v) the name and address of the beneficiary thereof and (vi) such other information as shall be necessary to prepare and issue such Letter of Credit. Promptly upon 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 (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 (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 Lenders Lender and the Borrower Representative. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative 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 the relevant 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. 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 RepresentativeBorrowers, 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, 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) five 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 10 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, 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 Issuing Lenders and the Borrower RepresentativeBorrowers. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative Borrowers 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 (including the amount thereof)) to the Revolving Lenders.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 to be processed in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.7(a) or any Requirement of Law applicable to the Loan Parties. Unless the Issuing Lender has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6.2 are not satisfied, or that the issuance of such Letter of Credit would violate Section 3.7, then the Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with its usual and customary practices.

Procedure for Issuance of Letter of Credit. (a) The U.S. 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 the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to the relevant U.S. Issuing 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. Promptly upon Upon receipt of any Application, the relevant U.S. Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date sum of amendmentAvailable U.S. Revolving Commitments and Available Canadian Revolving Commitments would not be less than zero, 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 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 (but in no event shall any the U.S. Issuing Lender be required to issue any U.S. 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the U.S. Issuing Lenders Lender and the U.S. Borrower. The U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the U.S. Borrower Representative(with a copy to the Administrative Agent) promptly following the issuance thereof. Each The U.S. Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit (including the amount thereof). (b) The Canadian Borrower or the U.S. Borrower may from time to time request that the Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to the Canadian Issuing Lender, with a copy to the Administrative Agent, at its address for notice specified herein, an Application therefor, completed to the reasonable satisfaction of the Canadian Issuing Lender, and such other certificates, documents and other papers and information as the Canadian Issuing Lender may reasonably request. Upon receipt of any such Application, the Canadian Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Canadian Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the Available Canadian Revolving Commitments would not be less than zero, the Canadian 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 Canadian Letter of Credit requested thereby by issuing the original of such Canadian Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Canadian Issuing Lender and the Canadian Borrower or the U.S. Borrower, as the case may be, (but in no event shall the Canadian 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 the Canadian Issuing Lender of a Canadian Letter of Credit, the Canadian Issuing Lender shall furnish a copy of such Letter of Credit to the Canadian Borrower, the U.S. Borrower Representative and the Administrative Agent promptly following the issuance thereofAgent. The Administrative Agent Canadian Issuing Lender shall promptly furnish to the Administrative Agent, which the Administrative Agent shall in turn promptly furnish to the Canadian Revolving Lenders Lenders, notice of the issuance of each Canadian Letter of Credit (including the amount thereof). (c) Notwithstanding anything in this Agreement to the contrary, (i) each U.S. Issuing Lender shall each have the right, by notice to the U.S. Borrower to decline to act as a U.S. Issuing Lender for any U.S. Letter of Credit that shall expire after the Initial Revolving Termination Date and (ii) each Canadian Issuing Lender shall each have the right, by notice to the Canadian Borrower and the U.S. Borrower to decline to act as a Canadian Issuing Lender for any Canadian Letter of Credit that shall expire after the Initial Revolving Termination Date.

Procedure for Issuance of Letter of Credit. (a) The Parent 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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeParent Borrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Parent Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the 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 be account parties in respect of such Letter of Credit and shall be jointly and severally liable for all obligations of the Parent Borrower in respect of such Letter of Credit.

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 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 to the relevant Borrower by such Issuing LenderLender an Application therefor, with a copy to the Administrative Agent, 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. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. 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 (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The A 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 the relevant Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, 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 requestreasonably request in accordance with its customary procedures. Promptly upon 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 such 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 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender prior to its issuance of a Letter of Credit 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 applicable Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Tranche 1 Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Upon request by the Administrative Agent, each Issuing Lender shall 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 may be requested.

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 the L/C Lender issue cause a Letter of Credit to be issued by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing L/C Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 L/C Lender will process 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 (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit (a) to be issued 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing causing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Issuing The L/C Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent L/C Lender shall promptly furnish to the Revolving Lenders Administrative Agent which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.7(a) or any Requirement of Law applicable to the Loan Parties. Unless the L/C Lender has received notice from the Administrative Agent before it causes a Letter of Credit to be issued that one or more of the applicable conditions specified in Section 6.2 are not satisfied, or that the issuance of such Letter of Credit would violate Section 3.7, then the L/C Lender may cause the requested Letter of Credit to be issued for the account of the Borrower in accordance with the usual and customary practices of each of the L/C Lender and the Issuing Lender.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the Issuing Lender be required to issue any Letter of Credit (a) earlier than three (i3) 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, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall 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 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. (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 the relevant such Issuing Lender, with a copy to Lender and the Administrative Agent, 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. Promptly In the case of any Letter of Credit to be issued by an Issuing Lender which is a Lender, 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 such Issuing Lender be required to issue any Letter of Credit (a) earlier than (ithree Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) five Business Days, in by issuing the case original of standby Letters such Letter of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees beneficiary thereof 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 otherwise may be agreed to by such Issuing Lender and the Borrower. In the case of any Letter of Credit to be issued by an Issuing Lender which is not a Lender, upon receipt of 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 Credit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any particular instance) after, 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 Issuing Lenders Administrative Agent and the Borrower RepresentativeBorrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount and expiration date thereof).

Procedure for Issuance of Letter of Credit. (a) The U.S. 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 the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to the relevant U.S. Issuing 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. Promptly upon Upon receipt of any Application, the relevant U.S. Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable U.S. Revolving Commitments would not be less than zero, 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 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 (but in no event shall any the U.S. Issuing Lender be required to issue any U.S. 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the U.S. Issuing Lenders Lender and the U.S. Borrower. The U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the U.S. Borrower Representative(with a copy to the Administrative Agent) promptly following the issuance thereof. Each The U.S. Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit (including the amount thereof). (b) The Canadian Borrower may from time to time request that the Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to the Canadian Issuing Lender, with a copy to the Administrative Agent and the Canadian Administrative Agent, at their addresses for notices specified herein, an Application therefor, completed to the reasonable satisfaction of the Canadian Issuing Lender, and such other certificates, documents and other papers and information as the Canadian Issuing Lender may reasonably request. Upon receipt of any such Application, the Canadian Issuing Lender will notify the Canadian Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Canadian Letter of Credit, and upon receipt of confirmation from the Canadian Administrative Agent that after giving effect to the requested issuance, the Available Canadian Revolving Commitments would not be less than zero, the Canadian 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 Canadian Letter of Credit requested thereby by issuing the original of such Canadian Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Canadian Issuing Lender and the Canadian Borrower (but in no event shall the Canadian 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 the Canadian Issuing Lender of a Canadian Letter of Credit, the Canadian Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Canadian Borrower, the Administrative Agent promptly following and the issuance thereofCanadian Administrative Agent. The Administrative Agent Canadian Issuing Lender shall promptly furnish to the Administrative Agent and the Canadian Administrative Agent, which the Canadian Administrative Agent shall in turn promptly furnish to the Canadian Revolving Lenders Lenders, notice of the issuance of each Canadian Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Each 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 the L/C Lender issue cause a Letter of Credit to be issued by delivering to the relevant L/C Lender and the Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing L/C Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 L/C Lender will process 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 to be issued (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit (a) to be issued 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) 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 the L/C Lender, the Issuing Lenders Lender and the Borrower Representativerelevant Borrower. Each Issuing The L/C Lender shall furnish a copy of such Letter of Credit to the relevant Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent L/C Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative Account Party 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 the Issuing Lender issue issue, amend, renew or extend a Letter of Credit on behalf of the Account Party or its Subsidiaries by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 issue, amend, extend or renew the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue issue, amend, extend or renew 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 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretothereto unless the Issuing Lender agrees in its sole discretion) by issuing issuing, amending, renewing, or extending the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeAccount Party. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent Account Party promptly following the issuance thereof. . (b) On the Effective Date, the Existing Letters of Credit will be deemed to be Letters of Credit issued hereunder for all purposes hereof. (c) The Administrative Agent Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more of its Affiliates (and such Affiliate shall promptly furnish be deemed to be the Revolving Lenders notice “Issuing Lender” for all purposes of this Agreement and the issuance of each Credit Documents), (d) This Section shall not be construed to impose an obligation upon the Issuing Lender to issue, amend, extend or renew any Letter of Credit (including that is inconsistent with the amount thereof)terms and conditions of this Agreement.

Procedure for Issuance of Letter of Credit. (a) The Company or any Subsidiary 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 any Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 relevant Issuing Lenders Lender and the Borrower RepresentativeCompany or relevant Subsidiary Borrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Company or relevant Subsidiary Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent relevant Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent notice of the issuance of each Letter of Credit (including the amount thereof). No Issuing Lender shall issue any Letter of Credit in the period commencing on the first Business Day after it receives written notice from the Administrative Agent 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 any Letter of Credit.

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 the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit G, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in a 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 Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Promptly upon Upon receipt of any ApplicationLetter of Credit Request, the relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy 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 ApplicationAvailable Revolving Credit Commitments to be less than zero, 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 two (i2) 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, 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 a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, 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 Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

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 the Issuing Lender issue a Letter of Credit during the Revolving Commitment Period by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 the 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 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.6(a) or any Requirement of Law. Unless the Issuing Lender has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 5.2 are not satisfied, or that the issuance of such Letter of Credit would violate Section 2.6, then the Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with the Issuing Lender’s usual and customary practices.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in after the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Syndication Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the 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, N.A. shall be a Lender party hereto) be deemed to be a "Letter of Credit" for all purposes of this Agreement and the other Loan Documents, and, Union Bank of California, N.A. shall be the "Issuing Lender" in respect thereof.

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 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 the relevant such Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant such Issuing Lender will confirm with 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 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 after giving effect 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 Available Revolving Commitments would not then be satisfied, then, subject to the terms and conditions hereofless 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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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 the Issuing Lender issue a Letter of Credit or amend a Letter of Credit, as the case may be, by delivering to the relevant Issuing Lender, with a copy to each of the Administrative Agent, 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. Promptly In the case of any Application for the initial issuance of a Letter of Credit, the 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 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 confirmation from the Administrative Agent or the Borrower Representative, at least two Business Days prior (which confirmation shall be given promptly) that after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 the Issuing Lender be required to issue any Letter of Credit (a) earlier later 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, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each 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 each Letter of Credit or amendment thereof to the Borrower (with a copy to the Administrative Agent) promptly following the issuance or amendment thereof. (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit to may be issued in accordance with, and will not violate the 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 (including the amount thereof).requirements of, Section

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 the relevant Issuing Lender, with a copy to Lender and the Administrative Agent, 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. Promptly In the case of any Letter of Credit to be issued by an Issuing Lender which is a Lender, 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 such Issuing Lender be required to issue any Letter of Credit (a) earlier than (ithree Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) five Business Days, in by issuing the case original of standby Letters such Letter of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees beneficiary thereof 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 otherwise may be agreed to by such Issuing Lender and the Borrower. In the case of any Letter of Credit not to be issued by an Issuing Lender which is a Lender, upon receipt of 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 Credit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any particular instance) after, 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 Issuing Lenders Administrative Agent and the Borrower RepresentativeBorrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount and expiration date thereof).

Procedure for Issuance of Letter of Credit. (a) The A 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 the relevant Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, 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 requestreasonably request in accordance with its customary procedures. Promptly upon 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 such 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 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender prior to its issuance of a Letter of Credit 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 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 applicable Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Upon request by the Administrative Agent, each Issuing Lender shall 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 may be requested.

Procedure for Issuance of Letter of Credit. (a) The Each 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 the relevant such Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant such Issuing Lender will confirm verify 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 whether 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 Credit is permitted under Section 3.1 and following the receipt of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereofsuch 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 (but in no event shall any such 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 such Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each Issuing Lender Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall furnish a copy 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 Borrower Representative 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 promptly following by the issuance thereof. The Administrative Agent shall promptly furnish Company) are to be borrowed or repaid prior to the Revolving Lenders notice 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 the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (including i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount thereof)of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments.

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 the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Revolving Lenders Administrative 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 (including the amount thereof)issued by it.

Procedure for Issuance of Letter of Credit. (a) The Any 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 Applicable Issuing Lender Party issue a Letter of Credit by delivering to the relevant such Applicable Issuing Lender, with a copy to the Administrative Agent, 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 Party may request; provided that in no event shall any Applicable Issuing Party other than Barclays Bank PLC or Citibank, N.A. and, with the consent of the Administrative Agent, one other Issuing Lender may request(and any of their respective Affiliates) issue any Letter of Credit denominated in Pounds Sterling. Promptly upon Upon receipt of any Application, the relevant Applicable 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 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 (but in no event shall any Applicable Issuing Lender Party 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 such Applicable Issuing Lenders Party and the Borrower Representativesuch Borrower. Each Such Applicable Issuing Lender Party shall furnish a copy of such Letter of Credit (i) to the such Borrower Representative and the Administrative Agent promptly following the issuance thereofthereof and (ii) in the case of a Several Letter of Credit, to each Lender. The Administrative Agent Each Applicable Issuing Party shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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 a US Issuing Lender issue a US Letter of Credit by delivering to the relevant such US Issuing Lender, with a copy to the Administrative Agent, at its address their addresses 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 request. Promptly upon Upon receipt of any such 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 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 Borrower (but in no event shall any US 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by a US Issuing Lender of a US Letter of Credit, such US Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent. 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 amount thereof). (b) CERI may from time to time request that a Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to such Canadian Issuing Lender, with a copy to the Administrative Agent and the Canadian Agent, at their addresses for notices specified herein an Application therefor, completed to the satisfaction of such Canadian Issuing Lender, and such other certificates, documents and other papers and information as such Canadian Issuing Lender may request. Upon receipt of any such Application, a Canadian 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 Canadian Letter of Credit requested thereby by issuing the original of such Canadian Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Canadian Issuing Lender and CERI (but in no event shall any Canadian 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 a Canadian Issuing Lenders and the Borrower Representative. Each Lender of a Canadian Letter of Credit, such Canadian Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and CERI, the Administrative Agent and the Canadian Agent. Each Canadian Issuing Lender shall promptly following give notice to the issuance thereof. The Administrative Agent shall promptly furnish to and the Revolving Lenders notice Canadian Agent of the issuance of each Canadian Letter of Credit issued by such Canadian Issuing Lender (including the amount thereof).

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 a US Issuing Lender issue a US Letter of Credit by delivering to the relevant such US Issuing Lender, with a copy to the Administrative Agent, at its address their addresses 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 request. Promptly upon Upon receipt of any such 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 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 Borrower (but in no event shall any US 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by a US Issuing Lender of a US Letter of Credit, such US Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent. 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 amount thereof). (b) WSCA may from time to time request that a Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to such Canadian Issuing Lender, with a copy to the Administrative Agent and the Canadian Agent, at their addresses for notices specified herein an Application therefor, completed to the satisfaction of such Canadian Issuing Lender, and such other certificates, documents and other papers and information as such Canadian Issuing Lender may request. Upon receipt of any such Application, a Canadian 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 Canadian Letter of Credit requested thereby by issuing the original of such Canadian Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Canadian Issuing Lender and WSCA (but in no event shall any Canadian 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 a Canadian Issuing Lenders and the Borrower Representative. Each Lender of a Canadian Letter of Credit, such Canadian Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and WSCA, the Administrative Agent and the Canadian Agent. Each Canadian Issuing Lender shall promptly following give notice to the issuance thereof. The Administrative Agent shall promptly furnish to and the Revolving Lenders notice Canadian Agent of the issuance of each Canadian Letter of Credit issued by such Canadian Issuing Lender (including the amount thereof).

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall 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 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. (a) The Borrower Representative Account Party 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 the Issuing Lender issue issue, amend, renew or extend a Letter of Credit on behalf of the Account Party, any of its Subsidiaries or Dynegy Inc. by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 issue, amend, extend or renew the Letter of Credit requested thereby (but in no event shall any the Issuing Lender be required to issue issue, amend, extend or renew 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 two Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating theretothereto unless the Issuing Lender agrees in its sole discretion) by issuing issuing, amending, renewing, or extending the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeAccount Party. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent Account Party promptly following the issuance thereof. . (b) On the Effective Date, the Existing Letters of Credit will be deemed to be Letters of Credit issued hereunder for all purposes hereof. (c) The Administrative Agent Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more of its Affiliates (and such Affiliate shall promptly furnish be deemed to be the Revolving Lenders notice “Issuing Lender” for all purposes of this Agreement and the issuance of each Credit Documents), (d) This Section shall not be construed to impose an obligation upon the Issuing Lender to issue, amend, extend or renew any Letter of Credit (including that is inconsistent with the amount thereof)terms and conditions of this Agreement.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing LenderLender at its address for notices specified herein, 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 reasonably request. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) On the Closing Date, the Issuing Lender that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each such Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing Lender, without recourse or warranty, an undivided participation interest in such Existing Letter of Credit and the related Reimbursement Obligations in the proportion of its Revolving Percentage and any security therefore or guaranty pertaining thereto. (c) Notwithstanding anything to the contrary set forth in this Agreement, a Letter of Credit issued hereunder may be issued for the account of a Subsidiary of the Borrower, and the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such Letter of Credit shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit. (d) The Issuing Lender shall be under no obligations to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it, or (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender; provided, that in such case the Issuing Lender shall be replaced with a new issuing lender reasonably acceptable to the Borrower and the Administrative Agent.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 result of (a) the Available Commitments minus (b) the aggregate amount of reserves established (and then in effect) by the Administrative Agent has received a copy of pursuant to Section 2.1(b), would not be less than zero, 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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 the relevant Issuing Lender, with a copy to Lender and the Administrative Agent, 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. Promptly In the case of any Letter of Credit to be issued by an Issuing Lender which is a Lender, 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 such Issuing Lender be required to issue any Letter of Credit (a) earlier than (ithree Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) five Business Days, in by issuing the case original of standby Letters such Letter of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees beneficiary thereof 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 otherwise may be agreed to by such Issuing Lender and the Borrower. In the case of any Letter of Credit not to be issued by an Issuing Lender which is a Lender, upon receipt of 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 Credit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any particular instance) after, 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 Issuing Lenders Administrative Agent and the Borrower RepresentativeBorrower. Each The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount and expiration date thereof).

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 the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit G, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in a 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 Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Promptly upon Upon receipt of any ApplicationLetter of Credit Request, the relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy 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 ApplicationAvailable Revolving Credit Commitments to be less than zero, 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 two (i2) 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, 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 a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, 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 Representative and such CHAR1\1740645v10 notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

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 Effective Date, prior to) the Closing Effective Date until the Revolving Termination Date request that an Issuing Lender issue a Letter of Credit by delivering to the relevant 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 the Issuing Lender may request. Promptly upon receipt of any Application, the relevant 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, 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) five 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 10 ten (10) Business Days Days, (or in each case such shorter period as may be agreed to by an 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 the applicable Issuing Lenders Lender and the Borrower Representative. Each The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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 requestrequest as may be related to the issuance of such Letter of Credit. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative 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 (including the amount thereof).

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 any Issuing Lender issue a Letter of Credit by delivering to the relevant such Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 such 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) (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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.7(a) or any Requirement of Law applicable to the Group Members. Unless the Issuing Lender has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 5.2 are not satisfied, or that the issuance of such Letter of Credit would violate Section 2.7, then the Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with the Issuing Lender's usual and customary practices.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time Prior to time on any Business Day occurring from (orthe Completion Date, in and, to the case of any extent the Letter of Credit permitted is being utilized in furtherance of the payment or support for Project Costs, after the Completion Date but prior to be issued on the Closing Final Completion Date, prior to) the Closing Date until the Revolving Termination Date Borrower may request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender and the Disbursement Agent, in each case in accordance with and pursuant to the terms of Section 2.4 of the Disbursement Agreement such Notice of Advance Requests in the form, at the times and as required under the Disbursement Agreement. Notwithstanding any provisions of the Disbursement Agreement to the contrary, such Notice of Advance Requests and the related Advance Confirmation Notices from the Disbursement Agent in accordance with the provisions of Section 2.4 of the Disbursement Agreement must be received by the Issuing Lender at least 3 Business Days (or such shorter period agreed to by the Issuing Lender) prior to the proposed date of issuance (in addition to such other documents, with certificates, documents and papers as the Issuing Lender may request) and must contain all the information relevant to the proposed Letter of Credit issuance as set forth in a copy Letter of Credit Request. (b) On or after the Completion Date, the Borrower may request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender and the Administrative Agent, at its address for notices specified herein an Application therefor, completed least 3 Business Days (or such shorter period agreed to by the Issuing Lender) prior to the satisfaction proposed date of issuance (such Issuing Lenderproposed date to be a Business Day), and a Letter of Credit Request accompanied by such other documents, certificates, documents and other papers and information as such the Issuing Lender may request. 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 Requests may be required to issue any delivered by facsimile transmission. Promptly after the issuance or amendment of a Letter of Credit (a) earlier than (i) five Business Daysin any event upon satisfaction or waiver of the conditions precedent set forth in Section 5.2 or 5.3, in as the case of standby Letters of Credit or similar agreements or (ii) to may be), 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 the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish notify the Borrower and the Administrative Agent, 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 such notice, the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent shall promptly notify the Revolving Credit Lenders, in writing of such issuance or amendment and if so requested by any such Lender the Administrative Agent shall furnish such Lender with a copy of such issuance or amendment. Notwithstanding the foregoing, the Issuing Lender shall not be obligated to make any Letters of Credit available to the Revolving Lenders notice Borrower at a time when a Lender Default exists unless the Issuing Lender has entered into arrangements satisfactory to it to eliminate the Issuing Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Letters of the issuance of each Letter of Credit (including the amount thereof)Credit.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Concurrently with the delivery of an Application to the Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. 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 the Issuing Lenders Lender and the Borrower Representative(but in no event shall the Issuing Lender fail to issue any Letter of Credit within three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Each Promptly after issuance by the Issuing Lender of a Letter of Credit, the Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrower. The Issuing Lender shall promptly give notice to 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 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. (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 the relevant 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. 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 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 each Letter of Credit requested thereby shall be issued (but or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days' prior notice thereof waivable by the Administrative Agent by delivery to the address set forth in no event Section 9.2 of an Application for Issuance to the Administrative Agent (which shall any promptly distribute copies thereof to the Tranche A Lenders or Tranche B Lenders, whichever is applicable) and the Issuing Lender be required to issue any Letter of Credit (a) earlier than Bank. Each Application for Issuance shall specify (i) five the date (which shall be a Business Days, in the case Day) 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 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 the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit and (iv) a statement of drawing conditions applicable to such Letter of Credit, and if such Application for Issuance relates to an 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 Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Agent, which shall promptly furnish copies thereof to the Revolving Tranche A Lenders notice of the issuance of each Letter of Credit (including the amount thereof)or Tranche B Lenders, whichever is applicable.

Procedure for Issuance of Letter of Credit. (a) The US 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 a US Issuing Lender issue a US Letter of Credit by delivering to the relevant such US Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Concurrently with the delivery of an Application to a US Issuing Lender, the US Borrower shall deliver a copy thereof to the Administrative Agent. 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 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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by 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. (b) The Canadian Borrower may from time to time request that a Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to such Canadian Issuing Lender, with a copy to the Administrative Agent and the Canadian Agent, at their addresses for notices specified herein an Application therefor, completed to the satisfaction of such Canadian Issuing Lender, and such other certificates, documents and other papers and information as such Canadian Issuing Lender may reasonably request. Upon receipt of any such Application, a Canadian 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 Canadian Letter of Credit requested thereby by issuing the original of such Canadian Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Canadian Issuing Lenders Lender and the Canadian Borrower Representative(but in no event shall any Canadian 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). Each Promptly after issuance by a Canadian Issuing Lender of a Canadian Letter of Credit, such Canadian Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Canadian Borrower, the Administrative Agent and the Canadian Agent. Each Canadian Issuing Lender shall promptly following give notice to the issuance thereof. The Administrative Agent shall promptly furnish to and the Revolving Lenders notice Canadian Agent of the issuance of each Canadian Letter of Credit issued by such Canadian Issuing Lender (including the amount thereof).

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 the Issuing Lender issue a Letter of Credit by delivering (including via electronic delivery) to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 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 (but in no event shall any Issuing Lender be required to issue any Letter of Credit (a2) 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, after its receipt of the Application therefor and all such other certificates, documents and other papers and requested information relating thereto) thereto by issuing the original of such Letter of Credit to (i) the beneficiary thereof thereof, (ii) upon the request of the Person submitting such Application (the “Applicant”), the Applicant, or (iii) as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Any 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 the Issuing Lender issue a Letter Commercial L/C or Standby L/C for its account (on behalf of Credit such Borrower or on behalf of any other Group Member) by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower Representativeapplicable Borrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish notify the Agent of the issuance, extension or amendment of Letters of Credit and any drawings or other payments under Letters of Credit. (b) Any letter of credit issued by an Issuing Lender under any Other LC Facility for the account of a Borrower (each, an “Other LC”), may, at the election of the Borrowers and with the consent of the applicable Issuing Lender, be deemed issued under this Agreement, provided that (1) the Borrowers execute and deliver a Transfer Notice to the Revolving Lenders notice Agent three (3) Business Days prior to the date proposed for the transfer of such Other LC to governance hereunder (the “Transfer Date”), (2) the issuance of each such Other LC would be permitted under this Agreement and all conditions precedent to such issuance would be satisfied on the Transfer Date as if such letters of credit were newly issued hereunder on the Transfer Date, (3) after giving effect to the transfer of the Other LC, either (x) Projected and Pro Forma Capped Excess Availability shall be at least 50% of the Line Cap, or (y) both (i) Projected and Pro Forma Capped Excess Availability shall be at least 25% of the Line Cap, and (ii) the Pro Forma Fixed Charge Coverage Ratio shall be at least 1.0: 1.0, and (4) no Default or Event of Default shall have occurred and be continuing as of the Transfer Date, or shall arise as a result of the deemed issuance of such Other LC hereunder. (c) Any Letter of Credit issued by an Issuing Lender under this Agreement for the account of a Borrower, may, at the election of the Borrowers and with the consent of the applicable Issuing Lender, be deemed issued under any Other LC Facility, provided that (including 1) the Borrowers and the issuing lender under the Other LC Facility execute and deliver an Other LC Transfer Notice to the Agent three (3) Business Days prior to the date proposed for the transfer of such Letter of Credit to governance under the Other LC Facility (the “Other LC Transfer Date”), (2) after giving effect to such transfer to the Other LC Facility, outstanding Letters of Credit issued under this Agreement shall be in an aggregate stated amount thereof)of at least $500,000,000, and (3) the issuance of such Other LC would be permitted under the Other LC Facility and all conditions precedent to such issuance would be satisfied on the Other LC Transfer Date as if such letters of credit were newly issued thereunder on the Other LC Transfer Date.

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 the relevant 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. 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 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 each Letter of Credit requested thereby shall be issued (but or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ prior notice thereof waivable by the Administrative Agent by delivery to the address set forth in no event Section 9.2 of an Application for Issuance to the Administrative Agent (which shall any promptly distribute copies thereof to the Tranche A Lenders or Tranche B Lenders, whichever is applicable) and the Issuing Lender be required to issue any Letter of Credit (a) earlier than Bank. Each Application for Issuance shall specify (i) five the date (which shall be a Business Days, in the case Day) 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 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 the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit and (iv) a statement of drawing conditions applicable to such Letter of Credit, and if such Application for Issuance relates to an 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 Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Agent, which shall promptly furnish copies thereof to the Revolving Tranche A Lenders notice of the issuance of each Letter of Credit (including the amount thereof)or Tranche B Lenders, whichever is applicable.

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 the Issuing Lender issue cause the issuance of a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Agent at its address for notices specified herein an Application therefor. Upon receipt of any Application, the Administrative Agent will notify the Issuing Lender 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 (in each case to be completed to the satisfaction of such the Issuing Lender, and accompanied by such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon receipt of ) and any Applicationcertificate, 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 document 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 procedures. (b) Following the receipt of an Application as to which confirmation has been received by the Issuing Lender in accordance with Section 2.6(a), the Issuing Lender shall promptly issue cause the Letter of Credit requested thereby (but in no event shall any Issuing Lender to be required to issue any Letter of Credit (a) earlier than issued: (i) five if such Application is received by the Issuing Lender at or prior to 3:00 P.M., New York City time, on a Business DaysDay, in the case of standby Letters of Credit or similar agreements three Business Days thereafter, or (ii) to if such Application is received by the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Creditafter 3:00 P.M., or similar agreementsNew York City time, on a Business Day, no later than the second Business Day following such Business Day, such period date of time as is acceptable to such issuance, in either case, the “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 Date”. The original of such Letter of Credit may be issued to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish within one Business Day of the issuance of a copy of such Letter of Credit furnish to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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 the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit I, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Promptly upon If the Issuing Lender shall so reasonably request, each Letter of Credit shall be accompanied by an Application. 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 CreditCredit Request, 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 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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, 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 Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Administrative Agent and the Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1. Unless the Issuing Lender has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 5 are not then satisfied, then the Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with the Issuing Lender's usual and customary practices.

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 the Issuing Lender issue a Letter of Credit by delivering to 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 the Issuing Lender, and such other certificates, documents and other papers and information as such the Issuing Lender may request. Promptly upon 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 (but in no event more than five Business Days following the receipt of such Application) 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 the Issuing Lenders Lender and the Borrower Representative(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 and all such other certificates, documents and other papers and information relating thereto). Each Promptly after issuance by the Issuing Lender of a Letter of Credit, the Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Borrower. The Issuing Lender shall, within three days of such issuance, give to 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 (including the amount thereof). Upon the written request of any Revolving Credit Lender, the Administrative Agent 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 such request.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative TMP 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 the relevant such Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant an Issuing Lender will confirm with 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 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 after giving effect 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 Available Revolving Commitments would not then be satisfied, then, subject to the terms and conditions hereofless 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 (but in no event shall any such 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 such Issuing Lenders Lender and the Borrower RepresentativeTMP. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and TMP (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Revolving Lenders 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 amount thereof).

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 the relevant Administrative Agent and such Issuing Lender, with a copy to the Administrative Agent, Lender at its address their respective addresses 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. Promptly upon 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 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 (but in no event shall any an 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 applicable Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each An Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent An Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1. Unless an Issuing Lender has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 5 are not then satisfied, then such Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and customary practices.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative may from time to time on any Business Day occurring from (or, in after the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Syndication Date request that an the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the 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, N.A. shall be a Lender party hereto) be deemed to be a Letter of Credit for all purposes of this Agreement and the other Loan Documents, and, Union Bank of California, N.A. shall be the Issuing Lender in respect thereof.

Procedure for Issuance of Letter of Credit. (ai) 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 the relevant 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. 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 the Issuing Lenders and the Borrower Representative. Each Issuing Lender shall furnish a copy of such Letter of Credit to the 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 (including the amount thereof).

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 the Issuing Lender issue cause the issuance of a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Agent at its address for notices specified herein an Application therefor. Upon receipt of any Application, the Administrative Agent will notify the Issuing Lender 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 (in each case to be completed to the satisfaction of such the Issuing Lender, and accompanied by such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon receipt of ) and any Applicationcertificate, 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 document 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 procedures. (b) Following the receipt of an Application as to which confirmation has been received by the Issuing Lender in accordance with Section 2.6(a), the Issuing Lender shall promptly issue cause the Letter of Credit requested thereby (but in no event shall any Issuing Lender to be required to issue any Letter of Credit (a) earlier than issued: (i) five if such Application is received by the Issuing Lender at or prior to 3:00 P.M., New York City time, on a Business DaysDay, in the case of standby Letters of Credit or similar agreements three Business Days thereafter, or (ii) to if such Application is received by the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Creditafter 3:00 P.M., or similar agreementsNew York City time, such period of time as is acceptable to such Issuing Lenderon a Business Day, or (b) later than 10 four Business Days thereafter (or such date of issuance, in each case such shorter period as may be agreed to by an either case, 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 Date”). The original of such Letter of Credit may be issued to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish within one Business Day of the issuance of a copy of such Letter of Credit furnish to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (c) In the event that any Lender other than the JPMorgan Chase Bank, National Association becomes an Issuing Lender, each such Issuing Lender agrees that, unless otherwise requested by the Administrative Agent, such Issuing Lender shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit issued by such Issuing Lender during the immediately preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Lender expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amount thereof changed), it being understood that such Issuing Lender shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Lender pays any amount in respect of one or more drawings under Letters of Credit, the date of such payment(s) and the amount of such payment(s), (iv) on any Business Day on which the Borrower fails to reimburse any amount required to be reimbursed to such Issuing Lender on such day, the date of such failure and the amount and currency of such payment in respect of Letters of Credit and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Agent at its address for notices specified herein an Application therefor. Upon receipt of any Application, the Administrative Agent will notify the Issuing Lender 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 (in each case to be completed to the satisfaction of such the Issuing Lender, and accompanied by such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon receipt of ) and any Applicationcertificate, 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 document 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 procedures. (b) Following the receipt of an Application as to which confirmation has been received by the Issuing Lender in accordance with Section 3.8(a), the Issuing Lender shall promptly issue cause the Letter of Credit requested thereby (but in no event shall any Issuing Lender to be required to issue any Letter of Credit (a) earlier than issued: (i) five if such Application is received by the Issuing Lender at or prior to 3:00 P.M., New York City time, on a Business DaysDay, in on the case of standby Letters of Credit or similar agreements next succeeding Business Day, or (ii) to if such Application is received by the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Creditafter 3:00 P.M., or similar agreementsNew York City time, on a Business Day, no later than the second Business Day following such Business Day, such period date of time as is acceptable to such issuance, in either case, the "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 Date". The original of such Letter of Credit may be issued to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish within one Business Day of the issuance of a copy of such Letter of Credit furnish to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (c) The Issuing Lender will send weekly and monthly reports prepared by the Issuing Lender to the Administrative Agent promptly after such reports become available.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). No Issuing Lender shall issue any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent 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 any Letter of Credit.

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 the relevant such Issuing Lender, Lender (with a copy to the Administrative Agent) a Letter of Credit Request in the form of Exhibit H, at its address for notices specified herein an Application thereforattached hereto, completed to the satisfaction of such Issuing Lender, and accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request. Promptly upon If the Issuing Lender shall so reasonably request, each Letter of Credit shall be accompanied by an Application. Upon receipt of any ApplicationLetter of Credit Request, the relevant an Issuing Lender will confirm process such request in accordance with its customary procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the Administrative Agent terms and conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has received a copy 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 ApplicationAvailable Revolving Credit Commitments to be less than zero, 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Borrower and the Borrower RepresentativeIssuing Lender. Each Promptly after the issuance or amendment of a Letter of Credit, 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 Representative and such notice, the Administrative Agent promptly following shall notify each L/C Participant of such issuance or amendment, and if so requested by an L/C Participant, the issuance thereof. The Administrative Agent shall promptly furnish to the Revolving Lenders notice provide such L/C Participant with copies of the such issuance of each Letter of Credit (including the amount thereof)or amendment.

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior the Available Revolving Commitments would not be less than zero and the other conditions to the requested date extension of amendmentcredit as described in Article 5 have been satisfied (or waived by the Required Lenders), 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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 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 the relevant such Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant such Issuing Lender will confirm with notify the 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, Available Revolving Commitmentsnone of the applicable Letter of Credit, that one or more statements specified in clauses (i) through (iv) of the conditions contained in first sentence of Section 5 shall 3.7(a) would not then be satisfied, then, subject to the terms and conditions hereofless 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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Such Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.7(a) or any Requirement of Law applicable to the Loan Parties. Unless each Issuing Lender has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6.1 are not satisfied, or that the issuance of such Letter of Credit would violate Section 3.7, then such Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with its usual and customary practices.

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 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 to the relevant Borrower by such Issuing LenderLender an Application therefor, with a copy to the Administrative Agent, 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. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. 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 (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 (or such 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 the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Tranche A Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

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 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 to the relevant Borrower by such Issuing LenderLender an Application therefor, with a copy to the Administrative Agent, 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. Promptly upon Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. 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 (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (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 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Administrative Agent Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Revolving Lenders Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The U.S. 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 the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to the relevant U.S. Issuing 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. Promptly upon Upon receipt of any Application, the relevant U.S. Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable U.S. Revolving Commitments would not be less than zero, 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 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 (but in no event shall any the U.S. Issuing Lender be required to issue any U.S. 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 U.S. Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the U.S. Issuing Lenders Lender and the U.S. Borrower. The U.S. Issuing Lender shall furnish a copy of such U.S. Letter of Credit to the U.S. Borrower Representative(with a copy to the Administrative Agent) promptly following the issuance thereof. Each The U.S. Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the U.S. Revolving Lenders, notice of the issuance of each U.S. Letter of Credit (including the amount thereof). (b) The Canadian Borrower may from time to time request that the Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to the Canadian Issuing Lender, with a copy to the Administrative Agent and the Canadian Administrative Agent, at their addresses for notices specified herein, an Application therefor, completed to the reasonable satisfaction of the Canadian Issuing Lender, and such other certificates, documents and other papers and information as the Canadian Issuing Lender may reasonably request. Upon receipt of any such Application, the Canadian Issuing Lender will notify the Canadian Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Canadian Letter of Credit, and upon receipt of confirmation from the Canadian Administrative Agent that after giving effect to the requested issuance, the Available Canadian Revolving Commitments would not be less than zero, the Canadian 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 Canadian Letter of Credit requested thereby by issuing the original of such Canadian Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Canadian Issuing Lender and the Canadian Borrower (but in no event shall the Canadian 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 the Canadian Issuing Lender of a Canadian Letter of Credit, the Canadian Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and Canadian Borrower, the Administrative Agent promptly following and the issuance thereofCanadian Administrative Agent. The Administrative Agent Canadian Issuing Lender shall promptly furnish to the Administrative Agent and the Canadian Administrative Agent, which the Canadian Administrative Agent shall in turn promptly furnish to the Canadian Revolving Lenders Lenders, notice of the issuance of each Canadian Letter of Credit (including the amount thereof). (c) Either Borrower may from time to time request that the Replacement Issuing Lender under any Replacement Revolving Facility of such Borrower issue a Replacement Letter of Credit by delivering to the Replacement Issuing Lender, with a copy to the Administrative Agent and, in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower, the Canadian Administrative Agent, at its or their addresses for notices specified herein, an Application therefor, completed to the reasonable satisfaction of the applicable Replacement Issuing Lender, and such other certificates, documents and other papers and information as such Replacement Issuing Lender may reasonably request. Upon receipt of any such Application, the Replacement Issuing Lender will notify the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower) of the amount, the beneficiary and the requested expiration of the requested Replacement Letter of Credit, and upon receipt of confirmation from the Administrative Agent or Canadian Administrative Agent, as applicable, that after giving effect to the requested issuance, the Available Replacement Revolving Commitments under the applicable Replacement Revolving Facility would not be less than zero, such Replacement 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 Replacement Letter of Credit requested thereby by issuing the original of such Replacement Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Replacement Issuing Lender and the applicable Borrower (but in no event shall a Replacement 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 a Replacement Issuing Lender of a Replacement Letter of Credit under any Replacement Revolving Facility, such Replacement Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower, the Administrative Agent and, in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower, the Canadian Administrative Agent. Such Replacement Issuing Lender shall also promptly furnish to the Administrative Agent and, in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower, the Canadian Administrative Agent, which the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower) shall in turn promptly furnish to the Replacement Revolving Lenders under the Replacement Revolving Facility pursuant to which such Replacement Letter of Credit was issued, notice of the issuance of each Replacement Letter of Credit (including the amount thereof).

Procedure for Issuance of Letter of Credit. (a) The Each 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 the L/C Lender issue cause a Letter of Credit to be issued by delivering to the relevant L/C Lender and the Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing L/C Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 L/C Lender will process 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 to be issued (but in no event shall any Issuing the L/C Lender be required to issue cause any Letter of Credit (a) to be issued 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, after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) 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 the L/C Lender, the Issuing Lenders Bank and the Borrower Representativerelevant Borrower. Each Issuing The L/C Lender shall furnish a copy of such Letter of Credit to the relevant Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent L/C Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, Agent at its address for notices specified herein an Application therefor. Upon receipt of any Application, the Administrative Agent will notify the Issuing Lender 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 (in each case to be completed to the satisfaction of such the Issuing Lender, and accompanied by such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. Promptly upon receipt of ) and any Applicationcertificate, 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 document 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 procedures. (b) Following the receipt of an Application as to which confirmation has been received by the Issuing Lender in accordance with Section 3.6(a), the Issuing Lender shall promptly issue cause the Letter of Credit requested thereby (but in no event shall any Issuing Lender to be required to issue any Letter of Credit (a) earlier than issued: (i) five if such Application is received by the Issuing Lender at or prior to 3:00 P.M., New York City time, on a Business DaysDay, in on the case of standby Letters of Credit or similar agreements next succeeding Business Day, or (ii) to if such Application is received by the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Creditafter 3:00 P.M., or similar agreementsNew York City time, on a Business Day, no later than the second Business Day following such Business Day, such period date of time as is acceptable to such issuance, in either case, the “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 Date”. The original of such Letter of Credit may be issued to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish within one Business Day of the issuance of a copy of such Letter of Credit furnish to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Agent, which shall in turn promptly furnish to the Revolving Lenders Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (c) The Issuing Lender will send weekly and monthly reports prepared by the Issuing Lender to the Administrative Agent promptly after such reports become available.

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 the L/C Arranger cause a Letter of Credit to be issued by an Issuing Lender by delivering to the relevant Issuing LenderL/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. Promptly upon 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 ApplicationL/C Arranger will, and if not, will furnish the Administrative Agent with a copy thereof. Unless cause such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representativeto, 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 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 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 (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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its after 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 issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lenders and the Borrower Representative. Each Issuing Lender L/C Arranger shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereofAgent. The L/C Arranger shall promptly give notice to 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 amount thereof).

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Administrative Agent and the Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon 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 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 (but in no event shall any the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). (b) The making of each request for a Letter of Credit by the Borrower shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1. Unless the Issuing Lender has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 5 are not then satisfied, then the Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with the Issuing Lender's usual and customary practices.

Procedure for Issuance of Letter of Credit. (a) The Borrower Representative or any of its Subsidiaries 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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested date of amendmentAvailable Revolving Commitments would not be less than zero, 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 the 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 three Business Days (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit (and all amendments, renewals and extensions thereof) to the Borrower Representative and (with a copy to the Administrative Agent 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 (including the amount thereof).

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 the Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender, with a copy to the Administrative Agent, 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. Promptly upon Upon receipt of any Application, the relevant Issuing Lender will confirm with 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 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 after giving effect to the requested date of issuance, or one Business Day prior to the requested (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 of amendment, as appropriate, of the applicable Letter of CreditCredit is issued, that one the Borrowing Base on such date or more of (C) the conditions contained in Section 5 shall not then be satisfiedTotal Revolving Commitments at such time, 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 thereby; provided, however, the Issuing Lender shall not be required to issue any Letter of Credit earlier than (a) earlier than (i) five three Business Days, Days in the case of standby Letters a new Letter 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 one Business Days (or Day in the case of an amendment of an existing Letter of Credit, in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, 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 Issuing Lenders Lender and the Borrower RepresentativeBorrower. Each The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and (with a copy to the Administrative Agent Agent) promptly following the issuance thereof. The Administrative Agent Issuing Lender shall promptly furnish to the Revolving Lenders Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).