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

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Each Borrower may from time to time request that an the Issuing Lender issue (or amend, renew or extend) a Letter of Credit by delivering to such Issuing Lender at such the Issuing Lender’s Lending Office and , with a copy to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, in each case, at the applicable address for notices specified herein (i) an Application therefor, specifying whether such Letter of Credit is to be a Tranche A Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche A Commitments to the extent of the amount of such Letter of Credit) or a Tranche B Letter of Credit (in which case such Letter of Credit when issued shall be deemed to use the Tranche B Commitments to the extent of the amount of each Letter of Credit) and otherwise completed to the satisfaction of the Issuing Lender, and (ii) such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the limitations contained in Section 3.1(a) shall not be violated and shall then process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue (or amend, renew or extend) the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue (or amend, renew or extend) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or amendment, renewal or extension) to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit (or amendment, renewal or extension) to the applicable Borrower and the Administrative Agent promptly following the issuance thereof, and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinLenders thereof.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and or the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. (i) The Borrower may from time to time request during the Initial Revolving Commitment Period but in no event later than the 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) that an Issuing Lender issue Bank issues a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office Bank and to the Administrative Agent at the Administrative Agent’s Office , at their respective addresses for notices specified herein, a Letter of Credit Application therefor, Request therefor (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentBank), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent Bank may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable Issuing Lender Bank shall (i) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not so received, such Issuing Bank shall provide the Administrative Agent with a copy thereof and (ii) process such Letter of Credit Application Request and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shalland, after approving the same and receiving confirmation from unless notified by the Administrative Agent that sufficient availability exists under or the Credit Facility for Borrower, at least one Business Day prior to the requested date of issuance of such the applicable Letter of Credit, subject to Section 3.1 and Article Vthat one or more applicable conditions contained in subsection 5.2 shall not then be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender Bank be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application Request therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender Bank and the Borrower. The applicable Issuing Lender Bank shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. Promptly after the issuance of any Standby Letter of Credit, the applicable Issuing Bank shall notify the Borrower and the Administrative Agent, in writing, of such issuance and such notice shall be accompanied by a copy of such issuance. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance, and if so requested by a Lender the Administrative Agent shall provide to such Lender copies of such issuance. With regard to Commercial Letters of Credit, each Lender Issuing Bank shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (ii) 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, subsection 2.7(a). Unless an Issuing Bank has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in subsection 5.2 are not then satisfied, or that the issuance of such Letter of Credit andwould violate subsection 2.7(a), upon request by any Lender, furnish to then such Lender a copy of such Issuing Bank may issue the requested Letter of Credit in accordance with such Issuing Bank’s usual and the amount of such Lender’s participation thereincustomary practices.

Procedure for Issuance of Letters of Credit. (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at its address for notices specified herein, an L/C Request therefor in the Administrative Agent’s Office a Letter of Credit Application therefor, form Exhibit J hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “request. Each L/C Supporting Documentation”) (which information Request shall include specify the Permitted Designated Foreign Currency in which the requested Letter of Credit shall is to be denominateddenominated (or specify that the requested Letter of Credit is to be denominated in Dollars). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three five (35) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the BorrowerBorrower Representative. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Borrower Representative promptly following the issuance thereof. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent Agent, who shall promptly notify each Lender of the issuance Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit andor amendment, upon request by any Lenderrenewal, furnish extension or modification to such Lender a copy of such Letter of Credit and the amount of such Lender’s respective participation thereinin such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Restricted Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally; or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative or Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 2.15(a) and Article VSection 3, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days for any Letter of Credit to be denominated in Dollars (or four (4) Business Days for any Letter of Credit to be denominated in an Alternative Currency) after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and or the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall shall, process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s 's Lending Office and to the Administrative Agent at the Administrative Agent’s 's Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “"L/C Supporting Documentation”") (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s 's participation therein.

Procedure for Issuance of Letters of Credit. (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at its address for notices specified herein, an L/C Request therefor in the Administrative Agent’s Office a Letter form of Credit Application therefor, Exhibit J-2 hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three (3) five Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the BorrowerBorrower Representative. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall specify the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts thereof and the Administrative Agent shall promptly notify provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit andwould violate Subsection 3.1, upon request then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Lender, furnish Requirement of Law applicable to such Issuing Lender a copy or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit and the amount would violate one or more policies of such Lender’s participation thereinIssuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the applicable Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and (with a copy to the Administrative Agent at the Administrative Agent’s Office ) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier later than three two (32) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Such Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Lender of the issuance of such Letter of Credit and, and upon request by any Revolving Lender, furnish to such Lender a copy of such Revolving Letter of Credit and the amount of such Revolving Lender’s participation therein. For so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs with respect to any such Letter of Credit, a report providing information (including, but not limited to, maximum face amount, current face amount, beneficiary name, issuance date, expiry date, indication of auto-renewal feature and dates of amendments (if any)) for every outstanding Letter of Credit issued by such L/C Issuer.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include as the Permitted Currency in which Issuing Lender and the Letter Administrative Agent may request. The Borrower will contemporaneously deliver to the Administrative Agent at the Administrative Agent’s Office a copy of Credit shall be denominated)such Application and L/C Supporting Documentation. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Revolving Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the all L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower; provided that the Issuing Lender shall not issue a Letter of Credit from and after the date which is one (1) day after it has received written notice from the Administrative Agent (upon the request of the Required Lenders) that one or more of the applicable conditions to Extensions of Credit specified in Section 6.2 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Issuing Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Parent Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend, renew or increase the stated amount of an outstanding Letter of Credit) by delivering to such Issuing Lender at any address mutually acceptable to the Parent Borrower and such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Lender an L/C Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.2 (and Section 5.3 if applicable) have been satisfied or waived in writing by the Administrative Agent may reasonably request (on behalf of the “Required Lenders as of the date of the L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Application. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit L/C Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 3.1, this Section 3.2 and Article VV hereof, promptly issue the Letter of Credit (or amend, extend, renew or increase the stated amount of an outstanding Letter of Credit) requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit (or amend, extend, renew or increase the stated amount of an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Letter of Credit L/C Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Parent Borrower. The applicable Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender shall promptly furnish to the Borrower and (or the Administrative Agent a copy if the Administrative Agent agrees to undertake such action) shall report to each Revolving Credit Lender and the Parent Borrower all Letters of Credit issued by it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter. Each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall calculate the Dollar Equivalent of each outstanding Letter of Credit denominated in Euros, Sterling or any Optional Currency as of the end of each calendar month and shall notify the Administrative Agent shall promptly notify each Lender of and the issuance Parent Borrower of such Letter calculation, and such calculation shall be the basis of Credit and, upon request by any Lender, furnish to such Lender a copy determination of such Letter of Credit and the amount of outstanding Revolving A L/C Obligations and Revolving X X/C Obligations for purposes hereof until the next such Lender’s participation thereincalculation.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and Credit. Upon receipt of such Letter of Credit, the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein, provided that the Administrative Agent shall be obligated to deliver the foregoing with respect to a Letter of Credit issued by an Additional Issuing Lenders only after receipt by the Administrative Agent of all notices required to be delivered to the Administrative Agent with respect thereto.

Procedure for Issuance of Letters of Credit. The Borrower Borrowers may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and may reasonably request; provided, that, if the Borrowers request the Issuing Lender to issue a Letter of Credit for the account of Fortegra Indemnity (or any successor thereof), the Borrowers shall (i) deliver a Letter of Credit Application to the Administrative Agent may reasonably request on behalf of the Borrowers and Fortegra Indemnity (or any successor thereof) requesting that Fortegra Indemnity (or any successor thereof) be named as the “L/C Supporting Documentation”) (applicant in such Letter of Credit, which information shall include the Permitted Currency in which the Letter of Credit Application shall be denominated)completed to the satisfaction of the Issuing Lender, (ii) at the request of the Issuing Lender, enter into a reimbursement agreement with Fortegra Indemnity (or any successor thereof) in form and substance reasonably acceptable to the Issuing Lender, which agreement shall be executed and delivered to the Administrative Agent prior to the issuance of such Letter of Credit, and (iii) deliver such other certificates, documents, papers and other information as the Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VARTICLE IV, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating thereto, including, if applicable, a reimbursement agreement) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the BorrowerBorrowers. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent Borrowers a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Lender of the issuance of such Letter of Credit and, and upon request by any Revolving Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Revolving Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Original Borrower. The applicable Issuing Lender shall promptly furnish to the Original Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative may from time to time request during the Commitment Period but in no event later than the fifth day prior to the Maturity Date that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office , at their respective addresses for notices specified herein, a Letter of Credit Application therefor, Request therefor (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the request. Each Letter of Credit Request shall specify the applicable Borrower and that the requested Letter of Credit is to be denominated)denominated in Dollars or Canadian Dollars in the case of the Canadian Borrower. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable Issuing Lender shall (i) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower Representative and, if not so received, such Issuing Lender shall provide the Administrative Agent with a copy thereof and (ii) process such Letter of Credit Application Request and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shalland, after approving the same and receiving confirmation from unless notified by the Administrative Agent that sufficient availability exists under Agent, any Lender or any Loan Party, at least one Business Day prior to the Credit Facility for requested date of issuance or amendment of the issuance of such applicable Letter of Credit, subject to Section 3.1 and Article Vthat one or more applicable conditions contained in subsection 6.2 shall not then be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application Request therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the BorrowerBorrower Representative. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the Borrower Representative and the Administrative Agent in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Tranche A U.S. Facility Lenders or the Tranche A Canadian Facility Lenders, as the case may be, in writing, of such issuance or amendment, and, if so requested by a Lender, the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regard to Commercial Letters of Credit, each Issuing Lender shall on the first Business Day of each week provide the Administrative Agent by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit andwould violate subsection 3.1, upon request by any Lender, furnish to then such Issuing Lender a copy of such may issue the requested Letter of Credit and for the amount account of such the applicable Borrower in accordance with the Issuing Lender’s participation thereinusual and customary practices.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s 's Lending Office and to the Administrative Agent at the Administrative Agent’s 's Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “"L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated"). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Original Borrower. The applicable Issuing Lender shall promptly furnish to the Original Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s 's participation therein.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from shall give such Issuing Bank and the Administrative Agent not less than five (5) Business Days’ (or such shorter period as such Issuing Bank, the Borrower and the Administrative Agent shall agree) prior written notice of any requested issuance of a Letter of Credit under this Agreement. Such notice shall specify (i) the stated amount of the Letter of Credit requested, (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(v) and (vi), (iv) the purpose for which such Letter of Credit is to be issued and (v) the Person for whose benefit the requested Letter of Credit is to be issued. At the time such request is made, the Borrower shall also provide such Issuing Bank with a copy of the form of the Letter of Credit it is requesting be issued and the proposed form shall be reasonably acceptable to time request that the Issuing Bank. (b) [Reserved]. (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the requirements of this Section 4.4 and Sections 4.1 and 4.2 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, then an Issuing Lender Bank shall issue a Letter of Credit by delivering to that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Evergreen Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as must permit such Issuing Lender and Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter date of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than 30 days (the “Nonextension Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonextension. Unless otherwise directed by the applicable Issuing Bank, subject Borrower shall not be required to Section 3.1 and Article V, promptly issue the make a specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit requested thereby has been issued, Lenders shall be deemed to have authorized (but in no event shall may not require) the applicable Issuing Lender be required Bank to issue any Letter of Credit earlier than three (3) Business Days after its receipt of permit the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original extension of such Letter of Credit at any time to a date not later than the beneficiary thereof or as otherwise may be agreed by the applicable Letter of Credit Expiration Date; provided, however, that such Issuing Lender and the Borrower. The applicable Bank shall not permit any such extension if (i) such Issuing Lender shall promptly furnish Bank would have no obligation at such time to the Borrower and the Administrative Agent a copy of issue such Letter of Credit and in its extended form under the terms hereof (except that Section 4.3 shall not apply), or (ii) it has received notice (which must be in writing) on or before the date that is 10 Business Days preceding the Nonextension Notice Date from Administrative Agent shall promptly notify each Lender or Borrower that one (1) or more of the issuance applicable conditions specified in Section 5.2 is not then satisfied. Notwithstanding anything to the contrary contained herein, no Issuing Bank shall have any obligation to permit the extension of such any Evergreen Letter of Credit andat any time. (e) Any Lender may, upon request by but shall not be obligated to, issue to the Borrower or any LenderSubsidiary letters of credit (that are not Letters of Credit) for its own account, furnish and at its own risk. None of the provisions of this Agreement shall apply to such Lender any letter of credit that is not a copy of such Letter of Credit and the amount of such Lender’s participation thereinCredit.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from time to time request that an the Issuing Lender Bank issue a Letter of Credit by delivering to such the Agent and the Issuing Lender at such Issuing Lender’s Lending Office Bank a duly executed and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application completed Issuance Request therefor, completed to the reasonable satisfaction of the applicable Issuing Lender Agent and the Administrative AgentIssuing Bank, and such other certificates, documents and other papers and information relating to such Letter of Credit as such the Issuing Lender and the Administrative Agent Bank may reasonably request consistent with its current practices and procedures with respect to letters of credit of the same type. In addition to such other information as is required to be therein, the Borrower shall specify in any Issuance Request: (i) the “L/C Supporting Documentation”) (which information shall include proposed party for whose account the Permitted Currency in which the requested Letter of Credit would be issued (which shall be denominatedeither the Borrower or a Subsidiary of the Borrower). ; (ii) the proposed beneficiary of the requested Letter of Credit; (iii) the proposed date of issuance of the requested Letter of Credit; (iv) the proposed expiry date of the requested Letter of Credit; (v) the proposed terms of the requested Letter of Credit, including the proposed face amount thereof and whether it would constitute a Financial Letter of Credit or a Performance Letter of Credit; and (vi) the transaction that is to be supported or financed with the requested Letter of Credit, including identification of the Power Generation Facility, if any, to which such Letter of Credit would relate. (b) Upon receipt of any Letter of Credit Application Issuance Request, the Issuing Bank will process such Issuance Request and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender Bank be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application Issuance Request therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender Bank and the Borrower. The applicable Issuing Lender Bank shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Administrative Agent shall Borrower promptly notify each Lender of following the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinthereof.

Procedure for Issuance of Letters of Credit. The Parent Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend, renew or increase the stated amount of an outstanding Letter of Credit) by delivering to such Issuing Lender at any address mutually acceptable to the Parent Borrower and such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Lender an L/C Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.2 (and Section 5.3 if applicable) have been satisfied or waived in writing by the Administrative Agent may reasonably request (on behalf of the “Required Lenders as of the date of the L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Application. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit L/C Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 3.1, this Section 3.2 and Article VV hereof, promptly issue the Letter of Credit (or amend, extend, renew or increase the stated amount of an outstanding Letter of Credit) requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit (or amend, extend, renew or increase the stated amount of an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Letter of Credit L/C Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Parent Borrower. The applicable Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender shall promptly furnish to the Borrower and (or the Administrative Agent a copy if the Administrative Agent agrees to undertake such action) shall report to each Lender and the Parent Borrower all Letters of Credit issued by it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter. Each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall calculate the Dollar Equivalent of each outstanding Letter of Credit denominated in Euros, Sterling or any Optional Currency as of the end of each calendar month and shall notify the Administrative Agent shall promptly notify each Lender of and the issuance Parent Borrower of such Letter calculation, and such calculation shall be the basis of Credit and, upon request by any Lender, furnish to such Lender a copy determination of such Letter of Credit and the amount of outstanding Revolving A L/C Obligations and Revolving X X/C Obligations for purposes hereof until the next such Lender’s participation thereincalculation.

Procedure for Issuance of Letters of Credit. The Borrower Any Applicable Account Party, with (in the case of any such Applicable Account Party other than the Company) the written consent of the Company, may from time to time request that an any Issuing Lender issue (or cause its Applicable Lending Office to issue) a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to its address for notices specified in accordance with the Administrative Agent at the Administrative Agent’s Office a Letter provisions of Credit Section 10.2 an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request consistent with its customary business practices for comparable transactions in the applicable jurisdiction (it being expressly understood and agreed by each Issuing Lender that the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter terms and provisions of Credit each such Application shall be denominatedconsistent with the terms and provisions of this Agreement). Upon receipt of any Letter of Credit Application, the relevant Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue (or cause its Applicable Lending Office to issue) the Letter of Credit requested thereby (but in no event shall the applicable any Issuing Lender be required to issue (or cause its Applicable Lending Office to issue) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 relevant Issuing Lender and the BorrowerApplicable Account Party. The applicable relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Applicable Account Party promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Borrower Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue (or cause its Applicable Lending Office to issue) any Letter of Credit during any period commencing on the first Business Day after it receives written notice from the Administrative Agent a copy that one or more of the conditions precedent contained in Section 5.2 shall not on such Letter of Credit 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 each Lender of 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 such any Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinCredit.

Procedure for Issuance of Letters of Credit. The Administrative Borrower may from time to time after the Closing Date request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit written request and an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by the Administrative Borrower and delivered to Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) shall specify (A) the Administrative Agentamount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other certificatesinformation (including, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (conditions to drawing, and, in the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be denominated)necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Administrative Agent or Issuing Lender may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender generally requests for Letters of Credit in similar circumstances. Anything contained herein to the contrary notwithstanding, Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Letter of Credit that supports the obligations of Borrowers or one of their Subsidiaries in respect of (A) a lease of real property, or (B) an employment contract. Upon receipt of any written request for the issuance of a Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it other Issuer Documents in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V7, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Administrative Borrower. The applicable Issuing Lender shall promptly furnish to the Administrative Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s Letter of Credit participation therein. The Issuing Lender, if other than Xxxxx Fargo Bank or any of its Affiliates, shall also notify Administrative Agent in writing no later than the Business Day immediately following the Business Day on which such Issuing Lender issued any Letter of Credit; provided that (i) until Administrative Agent advises any such Issuing Lender that the provisions of Section 7.2 are not satisfied, or (ii) unless the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by Administrative Agent and such Issuing Lender, such Issuing Lender shall be required to so notify Administrative Agent in writing only once each week of the Letters of Credit issued by such Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Administrative Agent and such Issuing Lender may agree.

Procedure for Issuance of Letters of Credit. The Borrower Company may from time to time request that an the Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and any address mutually acceptable to the Administrative Agent at Company and the Administrative Agent’s Office a Letter of Credit Issuing Lender an L/C Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 4.2 hereof have been satisfied or waived in writing by the Administrative Agent may reasonably request (on behalf of the “Required Lenders as of the date of the L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Application. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit L/C Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to this Section 3.1 and Article Vthe other terms herein, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Letter of Credit L/C Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the BorrowerCompany. The applicable Within fifteen (15) Business Days after the end of each calendar quarter, the Issuing Lender shall promptly furnish to the Borrower and (or the Administrative Agent a copy if the Administrative Agent agrees to undertake such action) shall report to each Lender all Letters of Credit issued by it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter. The Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall calculate the Dollar Equivalent of each outstanding Letter of Credit denominated in any Foreign Currency as of each Revaluation Date and shall notify the Administrative Agent shall promptly notify each Lender of and the issuance Company of such Letter calculation, and such calculation shall be the basis of Credit and, upon request by any Lender, furnish to such Lender a copy determination of such Letter of Credit and the amount of outstanding L/C Obligations for purposes hereof until the next such Lender’s participation thereincalculation.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and or the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating 59442126_10 thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The U.S. Borrower may from time to time request that an request, upon at least three Business Days' notice, Chase Delaware, as Issuing Lender Lender, to issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office its address specified in subsection 18.2 a Letter of Credit Application thereforApplication, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and together with such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application from the U.S. Borrower, or, in the case of a Foreign Letter of Credit, from the U.S. Borrower and the L/C Supporting DocumentationForeign Subsidiary that is an account party on such Letter of Credit, the applicable such Issuing Lender shall will promptly, but in no event later than five Business Days following receipt of such Letter of Credit Application, notify each U.S. Lender thereof. Upon receipt of any Letter of Credit Application, Chase Delaware, as Issuing Lender, will process such Letter of Credit Application Application, and the L/C Supporting Documentation other certificates, documents and other papers delivered to it in connection therewith therewith, in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of shall promptly issue such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt by such Issuing Lender of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed and by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish furnishing a copy thereof to the U.S. Borrower and the Administrative Agent a copy Participating Lenders. In addition, the U.S. Borrower may from time to time agree with Issuing Lenders other than Chase Delaware upon procedures for issuance by such Issuing Lenders of such Letter Letters of Credit and cause Letters of Credit to be issued by following such procedures. Such procedures shall be reasonably satisfactory to the General Administrative Agent. Prior to the issuance of any Letter of Credit, the Issuing Lender will confirm with the General Administrative Agent shall promptly notify each Lender of that the issuance of such Letter of Credit andis permitted pursuant to Section 9 and subsection 12.2. Additionally, upon request by each Issuing Lender and the U.S. Borrower shall inform the General Administrative Agent of any Lendermodifications made to outstanding Letters of Credit, furnish of any payments made with respect to such Lender a copy Letters of Credit, and of any other information regarding such Letter Letters of Credit and as may be reasonably requested by the amount of such Lender’s participation thereinGeneral Administrative Agent, in each case pursuant to procedures established by the General Administrative Agent.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from time to time request that an Issuing Lender issue or amend a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information relating to the proposed Letter of Credit as such Issuing Lender may reasonably request, and a Letter of Credit Request. In the case of a request for an initial issuance of any Letter of Credit, such Letter of Credit Request shall be in the form attached hereto as Annex III, shall include a form of such requested Letter of Credit and shall specify: (i) the maximum liability under such Letter of Credit; (ii) the requested date on which such Letter of Credit is to be issued; (iii) the Type of Letter of Credit being requested and the purpose thereof; (iv) the name and address of the beneficiary of such Letter of Credit; (v) the expiration or termination date of such Letter of Credit; (vi) the documents to be presented by the beneficiary thereof in the case of a drawing or demand for payment thereunder; and (vii) the delivery instructions for such Letter of Credit. In the case of a request for an amendment or extension of any outstanding Letter of Credit, such Letter of Credit Request shall be in the form attached hereto as Annex IV and shall specify in form and detail satisfactory to the Administrative Agent and the Issuing Lender thereof: (A) the Letter of Credit to be amended; (B) the requested date of the proposed amendment or extension; (C) the nature of the proposed amendment or period of extension; and (D) the delivery instructions or other action for such amendment or extension. Subject to the terms and conditions hereof, if the applicable Issuing Lender elects to do so, the applicable Issuing Lender shall issue, amend or extend such Letter of Credit on the first Business Day following the Business Day on which such Issuing Lender and the Administrative Agent may reasonably request (receive the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the corresponding Letter of Credit Request; provided, that with respect to any Letter of Credit Request received by an Issuing Lender and the Administrative Agent later than 3:00 p.m. (New York City time) on a Business Day, such Letter of Credit Request shall be denominated)deemed to have been delivered on the next succeeding Business Day and the requested date of issuance, amendment or extension, as applicable, shall be adjusted accordingly. Upon receipt the effectiveness of any Letter of Credit Application or any amendment to an outstanding Letter of Credit, the Administrative Agent and the L/C Supporting DocumentationLenders shall be entitled to assume that the Applications and certificates, documents and other papers and information requested by the applicable Issuing Lender in connection therewith were completed and delivered to the satisfaction of such Issuing Lender. (b) If the Borrower so requests in any Letter of Credit Request, the applicable Issuing Lender shall process may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an "Auto-Renewal Letter of Credit"); provided that any such Auto‑Renewal Letter of Credit must permit such Issuing Lender to prevent any such renewal at least once during the term thereof by giving prior notice to the beneficiary thereof not later than a specified date (the "Nonrenewal Notice Date") to be agreed upon at the time such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as is issued. Unless otherwise may be agreed by the applicable Issuing Lender and the BorrowerAdministrative Agent, the Nonrenewal Notice Date for each Auto-Renewal Letter of Credit shall occur prior to the date that is thirty (30) days before the Termination Date. The applicable Borrower shall be required to make a specific request to such Issuing Lender and the Administrative Agent for any non-renewal of an Auto-Renewal Letter of Credit, such notice to be delivered not less than fifteen (15) days prior to the Nonrenewal Notice Date, and unless such notice is given, the Borrower shall be deemed to have requested renewal of such Auto-Renewal Letter of Credit. Such Issuing Lender shall promptly furnish not be required to provide prior notice to the Borrower, the Administrative Agent or any Lender of any pending renewal of an Auto‑Renewal Letter of Credit. Once an Auto-Renewal Letter of Credit has been issued, notwithstanding the Borrower's compliance or non-compliance with its obligation to make such specific request, unless the Borrower shall have specifically requested non-renewal, the Borrower and the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to a date not later than 90 days after the Termination Date; provided, however, that such Issuing Lender shall have no obligation to permit any renewal of an Auto‑Renewal Letter of Credit; provided, further, however, that such Issuing Lender shall not permit any renewal of an Auto-Renewal Letter of Credit if (A) it has received notice (in writing) on or before the date that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent or the Required Lenders advising it not to permit renewal, or (B) after giving effect to any such renewal, the earlier of the (x) expiration date of such Auto-Renewal Letter of Credit, and (y) the next occurring Non-Renewal Notice Date of such Auto-Renewal Letter of Credit would occur more than 60 days after the Termination Date. (c) Upon receipt of a Letter of Credit Request by an Issuing Lender, such Issuing Lender shall confirm with the Administrative Agent (by telephone and in writing) that the Administrative Agent has received a copy of such Letter of Credit Request and, if not, such Issuing Lender shall provide the Administrative Agent with a copy thereof. Upon receipt by such Issuing Lender of confirmation from the Administrative Agent in writing that the requested Letter of Credit, amendment or extension is permitted in accordance with the terms hereof, such Issuing Lender may, if it elects to do so in its absolute discretion, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment or effect the applicable extension, as the case may be, in each case in accordance with such Issuing Lender's usual and customary business practices. (d) Unless a Lender has provided the Administrative Agent with a written notice prior to 12:00 p.m. (New York City time) one Business Day prior to the day such Letter of Credit is to be issued, extended or amended that such Lender does not approve further issuances of Letters of Credit, if an Issuing Lender elects in its sole discretion to issue, extend or amend a Letter of Credit pursuant to a Letter of Credit Request, each Lender will be deemed to have approved such requested issuance, extension or amendment of such Letter of Credit. No Letter of Credit will be issued, extended or increased if, prior to 12:00 p.m. (New York City time) on the Business Day immediately preceding the proposed Borrowing Date of such Letter of Credit, the Administrative Agent has received a written notice of Declining Lender in accordance with Section 2.7. If the Administrative Agent does receive a written notice from a Declining Lender on a timely basis, the Administrative Agent shall notify the Borrower and such Issuing Lender by 12:00 p.m. (New York City time) on the proposed Borrowing Date, and the proposed Letter of Credit will not be issued, extended or increased unless one or more of the Lenders have elected to become Approving Lenders thereby triggering the Conversion to Approving Lenders Funding Date. If the Approving Lenders elect to issue, extend or increase the Letter of Credit applicable notwithstanding the Administrative Agent's receipt of such a notice from a Declining Lender, the applicable Issuing Lender shall (on a pro rata basis among the Approving Lenders) issue a Letter of Credit in the full amount or extend or increase such Letter of Credit upon such requested terms. (e) Notwithstanding anything herein to the contrary, the Issuing Lenders are under no obligation to consider requests to issue or provide any Letter of Credit (including any renewal of an Auto-Renewal Letter of Credit) unless consented to by the applicable Issuing Lender and the Administrative Agent if: (i) Any order, judgment or decree of any Governmental Authority or arbitrator shall promptly notify each by its terms purport to enjoin or restrain such Issuing Lender from issuing or providing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance or provision of such type of Letter of Credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Amended and Restated Effective Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amended and Restated Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it; or (ii) such Letter of Credit is not in form and substance reasonably acceptable to such Issuing Lender or the issuance and/or provision of such Letter of Credit andshall violate any applicable policies of such Issuing Lender. (f) If any Issuing Lender shall issue, upon request extend or amend any Letter of Credit without obtaining prior consent of the Administrative Agent (as provided in sub-section (c) above), or if any Issuing Lender shall permit the extension or renewal of an Auto-Renewal Letter of Credit either (i) without giving timely prior notice to the Administrative Agent, (ii) after receiving timely notice not to renew pursuant to Section 3.2(b) or (iii) when such issuance, extension or amendment is not permitted hereunder (as provided in Section 3.2(b) above), such Letter of Credit (A) shall for all purposes be deemed to have been issued by such Issuing Lender solely for its own account and risk and (B) shall not be considered a Letter of Credit outstanding under this Agreement, and no Lender shall be deemed to have any Lenderparticipation therein, furnish effective as of the date of such issuance, amendment, extension or renewal, as the case may be, unless the Required Lenders or Approving Lenders, as the case may be, expressly consent thereto in which case the Lenders or only the Approving Lenders, as the case may be, shall participate; provided, however, that to be subsequently considered a Letter of Credit outstanding under this Agreement, the consent of all Lenders shall be required to the extent that any such issuance, amendment, extension or renewal is not then permitted hereunder by reason of the provisions of Sections 3.1(d) or 6.2. (g) Within one (1) Business Day after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Lender thereof shall also deliver to the Administrative Agent a true and complete copy of such Letter of Credit or amendment, and within one (1) Business Day of the amount effectiveness of any extension of any Letter of Credit, such Issuing Lender shall deliver to the Administrative Agent notice of the terms of such Lender’s participation thereinextension. In the event that an Issuing Lender fails to satisfy the terms of this Section 3.2(g), such Issuing Lender shall not be credited for any portion of the applicable fees accrued on the applicable Letter of Credit pursuant to Section 3.3(a) during the period from the Business Day following the effectiveness of the Letter of Credit until the time such failure is remedied.

Procedure for Issuance of Letters of Credit. The U.S. Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender Lender, at the office of such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office Lender specified in or determined in accordance with Section 11.1, a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the such Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the U.S. Borrower. The applicable Issuing Lender shall promptly furnish to the U.S. Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender Bank issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent Bank at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentBank, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) as the Issuing Bank and the Agent may request (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt The Borrower will contemporaneously deliver to the Agent, at the Agent’s office, a copy of any Letter of Credit such Application and the L/C Supporting Documentation. Upon receipt of any Application, the applicable Issuing Lender Bank shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility Revolving Commitment for the issuance of such Letter of Credit, subject to Section 3.1 2.20(a) and Article VIV hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender Bank be required to issue any Letter of Credit earlier than three four (34) Business Days after its receipt of the Letter of Credit Application therefor and the all L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender Bank and the Borrower. The applicable Issuing Lender Bank shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any Issuing Lender's office at any address mutually acceptable to the Borrower and such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Lender an L/C Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.3 hereof have been satisfied or waived in writing by the Administrative Agent may reasonably request (as of the “date of the L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Application. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit L/C Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 3.1, this Section 3.2 and Article VV hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding 30 Letter of Credit) earlier than three (3) Business Days after its receipt of the Letter of Credit L/C Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender shall promptly furnish to the Borrower and (or the Administrative Agent a copy of such Letter of Credit and if the Administrative Agent agrees to undertake such action) shall promptly notify report to each Lender of the issuance of such Letter all Letters of Credit and, upon request issued by any Lender, furnish to such Lender a copy of such Letter it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit and the amount of for each day in such Lender’s participation thereincalendar quarter.

Procedure for Issuance of Letters of Credit. (a) The Parent Borrower may from time to time request request, during the Tranche B-1 Revolving Commitment Period, but in no event later than the 30th day prior to the Tranche B-1 Revolving Maturity Date, that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter , at their respective addresses for notices specified herein, an L/C Request therefor in the form of Credit Application therefor, Exhibit B hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request (which L/C Request must have been received by such Issuing Lender and the Administrative Agent prior to 12:00 P.M., New York City time, at least three Business Days prior to the requested date of issuance (or such shorter period as may reasonably request (be agreed by the “Issuing Lender in its reasonable discretion)). Each L/C Supporting Documentation”) (which information Request shall include specify the Permitted Currency in which applicable Borrower and that the requested Letter of Credit shall is to be denominated)denominated in Dollars or any Designated Foreign Currency. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the Parent Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Parent Borrower promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Parent Borrower. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the Parent Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender, the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regards to Commercial L/Cs, each Issuing Lender shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial L/Cs during the previous week. (b) The making of each request for a Letter of Credit by the Parent Borrower shall be deemed to be a representation and warranty by the Parent Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6.2 are not then satisfied, or that the issuance of such Letter of Credit andwould violate Section 3.1, upon request by any Lender, furnish to then such Issuing Lender a copy of such may issue the requested Letter of Credit and for the amount account of the applicable Borrower in accordance with such Issuing Lender’s participation thereinusual and customary practices.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Agent. Upon receipt of any Letter of Credit Application, an Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 such Issuing Lender and the BorrowerBorrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). The applicable Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent shall promptly notify each Lender of the issuance of such each Letter of Credit andissued by such Issuing Lender (including the amount thereof), upon request by any Lender, furnish to such Lender and shall provide a copy of such Letter of Credit and to the amount Administrative Agent as soon as possible after the date of such Lender’s participation thereinissuance.

Procedure for Issuance of Letters of Credit. The Borrower Gannett may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and its address for notices specified herein or otherwise on file with the Administrative Agent (with a copy to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit ) an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and may reasonably request. Unless the Issuing Lender has received written notice from any Lender or the Administrative Agent may reasonably request (at least one Business Day prior to the “L/C Supporting Documentation”) (which information shall include requested date of issuance or amendment of the Permitted Currency in which the applicable Letter of Credit that the conditions precedent set forth in Article IV shall not then be denominated). Upon receipt of any satisfied, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit Application and the L/C Supporting Documentation, or enter into the applicable Issuing Lender shall process such Letter of Credit Application and amendment, as the L/C Supporting Documentation delivered to it in connection therewith case may be, in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating thereto) by issuing the original ). The Issuing Lender shall furnish a copy of such Letter of Credit to Gannett promptly following the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrowerissuance thereof. The applicable Issuing Lender shall promptly furnish to the Borrower and Administrative Agent, which shall in turn promptly furnish to the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender Lenders, notice of the issuance of such each Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such (including the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of each Letter of Credit Gannett shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment and (ii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the aggregate Five-Year Commitments. Such Issuing Lender shall 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 of such Lender’s participation thereinthereof).

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit by delivering to such any Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and or the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at its address for notices specified herein, an L/C Request therefor in the Administrative Agent’s Office a Letter form of Credit Application therefor, Exhibit J-2 hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three (3) five Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the BorrowerBorrower Representative. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Borrower Representative. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent Agent, who shall promptly notify each Lender of the issuance Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit andor amendment, upon request by any Lenderrenewal, furnish extension or modification to such Lender a copy of such Letter of Credit and the amount of such Lender’s respective participation thereinin such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent and the Administrative Agent may reasonably shall provide notice of such request (to the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Lenders. Upon receipt of any Letter of Credit Application, an Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 such Issuing Lender and the BorrowerBorrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). The applicable Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent shall promptly notify each Lender of the issuance of such each Letter of Credit andissued by such Issuing Lender (including the amount thereof), upon request by any Lender, furnish to such Lender and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the amount Borrower, when a Letter of Credit is issued (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender’s participation therein, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Procedure for Issuance of Letters of Credit. The Borrower Borrower, may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s 's Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VV hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three four (34) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower; provided that the Issuing Lender shall not issue a Letter of Credit from and after the date which is one (1) day after it has received written notice from the Administrative Agent (upon the request of the Required Lenders) that one or more of the applicable conditions to Extensions of Credit specified in Section 5.3 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Issuing Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s 's participation therein.

Procedure for Issuance of Letters of Credit. The (a) Prior to (i) with respect to the Phase I Project, the Phase I Final Completion Date, and (ii) with respect to the Phase II Project, the earlier of the Phase II Final Completion Date and the Amended and Restated Disbursement Agreement Effective Date, the Borrower shall have the right pursuant to this Section 3.2(a) to request that the Issuing Lender issue a Letter of Credit to be utilized in furtherance of the payment or support of Project Costs for the Phase I Project or the Phase II Project, as the case may be. If the Borrower desires that the Issuing Lender issue such a Letter of Credit, the Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender and the Disbursement Agent, in each case in accordance with and pursuant to the terms of Section 2.3 of the Disbursement Agreement, a Notice of Advance Request in the form, at the times and as required under the Disbursement Agreement. Notwithstanding any provision of the Disbursement Agreement to the contrary, such Notice of Advance Request must be received by the Issuing Lender at least 3 Business Days (or such shorter period agreed to by the Issuing Lender’s Lending Office and ) prior to the Administrative Agent at proposed date of issuance (in addition to such other documents, certificates, documents and papers as the Administrative Agent’s Office Issuing Lender may request) and must contain all the information relevant to the proposed Letter of Credit issuance as set forth in a Letter of Credit Application therefor, completed Request. (b) The Borrower shall have the right pursuant to this Section 3.2(b) to request that the Issuing Lender issue a Letter of Credit (i) if prior to the reasonable satisfaction Amended and Restated Disbursement Agreement Effective Date, to be utilized for purposes permitted hereby other than in furtherance of the applicable payment or support for Project Costs and (ii) if on or after the Amended and Restated Disbursement Agreement Effective Date, to be utilized for general corporate purposes (including in furtherance of the payment or support for Project Costs). If the Borrower desires that the Issuing Lender issue such a Letter of Credit, the Borrower may request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender and the Administrative Agent, and at least 3 Business Days (or such shorter period agreed to by the Issuing Lender) prior to the proposed date of issuance (such proposed date to be a Business Day), a Letter of Credit Request accompanied by such other documents, certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the request. Letter of Credit shall Requests may be denominated)delivered by facsimile transmission. Upon receipt Promptly after the issuance or amendment of any a Letter of Credit Application and (in any event upon satisfaction or waiver of the L/C Supporting Documentationconditions precedent set forth in Section 5.2 or 5.3, as applicable), the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to notify the Borrower and the Administrative Agent 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 and such notice, the Administrative Agent shall promptly notify each Lender of the issuance Revolving Credit 1 Lenders in writing of such Letter of Credit and, upon request issuance or amendment and if so requested by any Lender, furnish to 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 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 Credit. In the event that a Lender Default with respect to a Revolving Credit 1 Lender occurs at a time when any Letter of Credit is outstanding, then (i) such Revolving Credit 1 Lender shall be deemed a “Defaulting Lender and the (ii) unless a Default or Event of Default has occurred and is continuing at such time, such Revolving Credit 1 Lender’s Revolving Credit 1 Percentage of all undrawn and unexpired amount of such Letters of Credit shall be reallocated among the Revolving Credit 1 Lenders that are not Defaulting Lenders in accordance with their respective Revolving Credit 1 Percentages (adjusted to eliminate the effect of any Defaulting Lenders), but only to the extent that (a) the sum of all non-Defaulting Lenders’ Revolving Credit 1 Extensions of Credit (following the reallocation) does not exceed the Total Revolving Credit 1 Commitments of all Revolving Credit 1 Lenders that are non Defaulting Lenders. If the reallocation described in the immediately preceding sentence cannot, or can only partially, be effected, Borrower shall, within five (5) Business Days following the request of the Issuing Bank, deposit in a cash collateral account opened by the Administrative Agent an amount in immediately available funds equal to the aggregate then undrawn and unexpired amount of such Letters of Credit multiplied by such Defaulting Lender’s participation thereinRevolving Credit 1 Percentage (less the portion of such amount that has been reallocated pursuant to the prior sentence) (and the Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure the Defaulting Lender’s Revolving Credit 1 Percentage of the aggregate amount of all such undrawn and unexpired amount of such Letters of Credit). If at any time the Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the Secured Parties or that the total amount of such funds is less than the amount specified above, the Borrower shall, within five (5) Business Days following demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such cash collateral account, an amount equal to the excess of (a) such aggregate undrawn and unexpired amount of Letters of Credit multiplied by the aggregate Revolving Credit 1 Percentages of all Defaulting Lenders (less the portion of such amount that has been reallocated pursuant to the prior sentence) over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any such right and claim. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon (or upon any such Defaulting Lender ceasing to be a Defaulting Lender), if any, shall be returned to the Borrower.

Procedure for Issuance of Letters of Credit. (a) The Parent Borrower may from time to time request during the Letter of Credit Commitment Period but in no event later than the 30th day prior to the Termination Date that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter , at their respective addresses for notices specified herein, an L/C Request therefor in the form of Credit Application therefor, Exhibit B hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “request. Each L/C Supporting Documentation”) (which information Request shall include specify that the Permitted Currency in which the requested Letter of Credit shall is to be denominated)denominated in Dollars or the Designated Foreign Currency. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the Parent Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Parent Borrower promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Parent Borrower. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the Parent Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender, the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regards to Commercial Letters of Credit, each Issuing Lender shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by the Parent Borrower shall be deemed to be a representation and warranty by the Parent Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit andwould violate Section 3.1, upon request by any Lender, furnish to then such Issuing Lender a copy of such may issue the requested Letter of Credit and for the amount account of the Parent Borrower in accordance with such Issuing Lender’s participation thereinusual and customary practices.

Procedure for Issuance of Letters of Credit. The Borrower (a) US Borrowers may from time to time request that an any Issuing Lender issue a US Letter of Credit and (b) Canadian Borrowers may from time to time request that any Issuing Lender issue a Canadian Letter of Credit, in each case, by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and or the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower applicable Borrowers and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower Borrowers may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefortherefor specifying whether such Letter of Credit will be issued under the U.S. Revolving Commitments or the Global Revolving Commitments, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and may reasonably request; provided, that, if the Borrowers request the Issuing Lender to issue a Letter of Credit for the account of Fortegra Indemnity (or any successor thereof), the Borrowers shall (i) deliver a Letter of Credit Application to the Administrative Agent may reasonably request on behalf of the Borrowers and Fortegra Indemnity (or any successor thereof) requesting that Fortegra Indemnity (or any successor thereof) be named as the “L/C Supporting Documentation”) (applicant in such Letter of Credit, which information shall include the Permitted Currency in which the Letter of Credit Application shall be denominated)completed to the satisfaction of the Issuing Lender, (ii) at the request of the Issuing Lender, enter into a reimbursement agreement with Fortegra Indemnity (or any successor thereof) in form and substance reasonably acceptable to the Issuing Lender, which agreement shall be executed and delivered to the Administrative Agent prior to the issuance of such Letter of Credit, and (iii) deliver such other certificates, documents, papers and other information as the Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VARTICLE IV, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating thereto, including, if applicable, a reimbursement agreement) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the BorrowerBorrowers. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent Borrowers a copy of such Letter of Credit and the Administrative Agent shall promptly notify each U.S. Revolving Lender or Global Revolving Lender, as applicable, of the issuance of such Letter of Credit and, and upon request by any U.S. Revolving Lender or Global Revolving Lender, as applicable, furnish to such Lender a copy of such Letter of Credit and the amount of such U.S. Revolving Lender’s or Global Revolving Lender’s, as applicable, participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent and the Administrative Agent may reasonably shall provide notice of such request (to the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Lenders. Upon receipt of any Letter of Credit Application, an Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 such Issuing Lender and the BorrowerBorrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). The applicable Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent shall promptly notify each Lender of the issuance of such each Letter of Credit andissued by such Issuing Lender (including the amount thereof), upon request by any Lender, furnish to such Lender and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an L/C Issuer and the amount Borrower, when a Letter of such Lender’s participation thereinCredit is issued (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

Procedure for Issuance of Letters of Credit. (a) The Parent Borrower may from time to time request during the Revolving Credit Commitment Period but in no event later than the 30th day prior to the Termination Date that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office , at their respective addresses for notices specified herein, a Letter of Credit Application therefor, Request therefor in the form Exhibit K hereto (completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (request. Each Letter of Credit Request shall specify the “L/C Supporting Documentation”) (which information shall include the Permitted Designated Foreign Currency in which the requested Letter of Credit shall is to be denominateddenominated (or specify that the requested Letter of Credit is to be denominated in Dollars). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable Issuing Lender shall will process such Letter of Credit Application Request and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application Request therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Parent Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Parent Borrower promptly following the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the Issuing Lender shall notify the Parent Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent, shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Administrative Agent shall promptly notify provide to such Lender copies of such issuance or amendment. With regards to Commercial Letters of Credit, the Issuing Lender shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by the Parent Borrower shall be deemed to be a representation and warranty by the Parent Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit andwould violate subsection 3.1, upon request by any Lender, furnish to then such Issuing Lender a copy of such may issue the requested Letter of Credit and for the amount account of the Parent Borrower in accordance with such Issuing Lender’s participation thereinusual and customary practices.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from shall give such Issuing Bank and the Administrative Agent not less than five (5) Business Days’ (or such shorter period as such Issuing Bank, the Borrower and the Administrative Agent shall agree) prior written notice of any requested issuance of a Letter of Credit under this Agreement. Such notice shall specify (i) the stated amount of the Letter of Credit requested, (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(v) and (vi), (iv) the purpose for which such Letter of Credit is to be issued and (v) the Person for whose benefit the requested Letter of Credit is to be issued. At the time such request is made, the Borrower shall also provide such Issuing Bank with a copy of the form of the Letter of Credit it is requesting be issued and the proposed form shall be reasonably acceptable to time request that the Issuing Bank. (b) [Reserved] (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the requirements of this Section 4.4 and Sections 4.1 and 4.2 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, then an Issuing Lender Bank shall issue a Letter of Credit by delivering to that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Evergreen Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as must permit such Issuing Lender and Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter date of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than 30 days (the “Nonextension Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonextension. Unless otherwise directed by the applicable Issuing Bank, subject Borrower shall not be required to Section 3.1 and Article V, promptly issue the make a specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit requested thereby has been issued, Lenders shall be deemed to have authorized (but in no event shall may not require) the applicable Issuing Lender be required Bank to issue any Letter of Credit earlier than three (3) Business Days after its receipt of permit the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original extension of such Letter of Credit at any time to a date not later than the beneficiary thereof or as otherwise may be agreed by the applicable Letter of Credit Expiration Date; provided, however, that such Issuing Lender and the Borrower. The applicable Bank shall not permit any such extension if (i) such Issuing Lender shall promptly furnish Bank would have no obligation at such time to the Borrower and the Administrative Agent a copy of issue such Letter of Credit and in its extended form under the terms hereof (except that Section 4.3 shall not apply), or (ii) it has received notice (which must be in writing) on or before the date that is 10 Business Days preceding the Nonextension Notice Date from Administrative Agent shall promptly notify each Lender or Borrower that one (1) or more of the issuance applicable conditions specified in Section 5.2 is not then satisfied. Notwithstanding anything to the contrary contained herein, no Issuing Bank shall have any obligation to permit the extension of such any Evergreen Letter of Credit andat any time. (e) Any Lender may, upon request by but shall not be obligated to, issue to the Borrower or any LenderSubsidiary letters of credit (that are not Letters of Credit) for its own account, furnish and at its own risk. None of the provisions of this Agreement shall apply to such Lender any letter of credit that is not a copy of such Letter of Credit and the amount of such Lender’s participation thereinCredit.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a (a) Each Letter of Credit by delivering shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to such the applicable Issuing Lender at such Issuing Lender’s Lending Office and (with a copy to the Administrative Agent at Agent) in the Administrative Agent’s Office form of an Application, appropriately completed and signed by a Letter Responsible Officer of Credit such Borrower. Such Application thereformay be sent by facsimile, completed by mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any other means acceptable to the reasonable satisfaction of applicable Issuing Lender. Such Application must be received by the applicable Issuing Lender and the Administrative AgentAgent not later than 11:00 a.m. at least three Business Days (or such later date and time as the Administrative Agent and the applicable Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date or amendment date, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Application shall specify in form and detail satisfactory to the applicable Issuing Lender such other certificates, documents and other papers and information as required by such Issuing Lender for the proposed Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit, such Application shall specify in form and detail satisfactory to the applicable Issuing Lender such information as required by such Issuing Lender for the proposed amendment of such outstanding Letter of Credit. Additionally, the applicable Borrower shall furnish to the applicable Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which such other documents and information shall include the Permitted Currency in which the pertaining to such requested Letter of Credit shall be denominated). Upon issuance or amendment, including any Issuer Documents, as such Issuing Lender or the Administrative Agent may require. (b) Promptly after receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Application from the applicable Borrower and, if not, the applicable Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the applicable Issuing Lender has received written notice from the Administrative Agent, any Lender or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 4 shall process not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Lender’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Lender a risk participation in such Letter of Credit Application and in an amount equal to the L/C Supporting Documentation delivered product of such Lender’s Revolving Percentage times the amount of such Letter of Credit. (c) If a Borrower so requests in any applicable Application, the applicable Issuing Lender agrees to it issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Lender to prevent any such extension at least once in connection therewith in accordance each twelve-month period (commencing with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the date of issuance of such Letter of Credit, subject ) by giving prior notice to Section 3.1 and Article V, promptly issue the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit requested thereby is issued. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but in no event shall may not require) the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of permit the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original extension of such Letter of Credit at any time to an expiry date not later than five Business Days prior to the Termination Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.6(a) or Section 2.6(b) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 4 is not then satisfied, and in each such case directing such Issuing Lender not to permit such extension. (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof or as otherwise may be agreed by thereof, the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinor amendment.

Procedure for Issuance of Letters of Credit. The (a) US Borrowers may from time to time request that any Issuing Lender issue a US Letter of Credit and (b) Canadian Borrower may from time to time request that an any Issuing Lender issue a Canadian Letter of Credit Credit, in each case, by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and or the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower applicable Borrowers and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Application, such Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit Credit, and upon receipt of written confirmation from the Administrative Agent that after giving effect to the requested issuance, none of the statements specified in clauses (i) through (iv) of the first sentence of Section 3.7(a) would be true, such Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith to be processed in accordance with its customary policies and procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 such Issuing Lender and the Borrower. The applicable Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Such Issuing Lender shall promptly furnish to the Borrower and Administrative Agent, which shall in turn promptly furnish to the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender Lenders, notice of the issuance of such each Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and (including the amount of such Lender’s participation thereinthereof).

Procedure for Issuance of Letters of Credit. The Borrower (a) Any Applicable Account Party, with (in the case of any such Applicable Account Party other than the Company) the written consent of the Company (substantially in the form of Exhibit M hereto or as the Company may otherwise specify from time to time), may from time to time request that an any Issuing Lender issue (or cause its Applicable Lending Office to issue) a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to its address for notices specified in accordance with the Administrative Agent at the Administrative Agent’s Office a Letter provisions of Credit Section 10.2 an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request consistent with its customary business practices for comparable transactions in the applicable jurisdiction (it being expressly understood and agreed by each Issuing Lender that the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter terms and provisions of Credit each such Application shall be denominatedconsistent with the terms and provisions of this Agreement). Upon receipt of any Letter of Credit Application, the relevant Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue (or cause its Applicable Lending Office to issue) the Letter of Credit requested thereby (but in no event shall the applicable any Issuing Lender be required to issue (or cause its Applicable Lending Office to issue) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 relevant Issuing Lender and the BorrowerApplicable Account Party. The applicable relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Applicable Account Party promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Borrower Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue (or cause its Applicable Lending Office to 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. (b) The Issuing Lender shall not (and shall not permit any Applicable Lending Office thereof to) (i) amend or cancel any Letter of Credit without the prior written consent of the Company or the Applicable Account Party, (ii) waive presentation of any Letter of Credit or waive any discrepancies in documents presented to effect a copy draw on a Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party, if and to the extent such waiver materially and adversely affects the Company or such Applicable Account Party, or (iii) replace any lost, mutilated or destroyed Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party. If requested by an Applicable Account Party or the Company, the Issuing Lender shall furnish a draft of such Letter of Credit (or any amendment thereto) to the Applicable Account Party and the Administrative Agent shall promptly notify each Lender of Company prior to the issuance of such Letter of Credit and, upon request by any Lender, furnish thereof to such Lender a copy of such Letter of Credit allow the Applicable Account Party and the amount of Company to review such Lender’s participation thereindraft for accuracy and to provide any corrections if necessary.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, upon request by any Revolving Credit Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the applicable Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable each Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days (or such lesser period of time as such Issuing Lender may agree) after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, upon request by any Revolving Credit Lender, furnish to such Lender a copy of such Revolving Credit Letter of Credit and the amount of such Revolving Credit Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower Company may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (request, which such information shall include (a) the Permitted Currency in which the such Letter of Credit shall be denominateddenominated and (b) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit (and, in the case of Several Letters of Credit, in the event a Lender advises the L/C Agent that such Lender is a Participating Lender, such Participating Lender’s Commitment Percentage of such Several Letter of Credit will be issued by the L/C Agent as the Several Issuing Lender in reliance on such Participating Lender’s obligation to purchase participations in such amount pursuant to Section 3.1(a)(iii)). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the BorrowerCompany. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent Company a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Several Issuing Lender (in the case of Several Letters of Credit) and L/C Participant of the issuance of such Letter of Credit and, and upon request by any Lenderapplicable Several Issuing Lender or L/C Participant, furnish to such Several Issuing Lender or L/C Participant a copy of such Letter of Credit and the amount of such LenderL/C Participant’s participation therein.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from shall give such Issuing Bank and the Administrative Agent not less than five (5) Business Days’ (or such shorter period as such Issuing Bank, the Borrower and the Administrative Agent shall agree) prior notice (in writing or by telephonic notice confirmed promptly in writing) of any requested issuance of a Letter of Credit under this Agreement. Such notice shall specify (i) the stated amount of the Letter of Credit requested, (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(vi), (iv) the purpose for which such Letter of Credit is to be issued and (v) the Person for whose benefit the requested Letter of Credit is to be issued. At the time such request is made, the Borrower shall also provide such Issuing Bank with a copy of the form of the Letter of Credit it is requesting be issued and the proposed form shall be reasonably acceptable to time request that the Issuing Bank. (b) [Reserved] (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the requirements of this Section 4.4 and Sections 4.1 and 4.2 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, then an Issuing Lender Bank shall issue a Letter of Credit by delivering to that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Evergreen Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as must permit such Issuing Lender and Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter date of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than 30 days (the “Nonextension Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonextension. Unless otherwise directed by the applicable Issuing Bank, subject Borrower shall not be required to Section 3.1 and Article V, promptly issue the make a specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit requested thereby has been issued, Lenders shall be deemed to have authorized (but in no event shall may not require) the applicable Issuing Lender be required Bank to issue any Letter of Credit earlier than three (3) Business Days after its receipt of permit the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original extension of such Letter of Credit at any time to a date not later than the beneficiary thereof or as otherwise may be agreed by the applicable Letter of Credit Expiration Date; provided, however, that such Issuing Lender and the Borrower. The applicable Bank shall not permit any such extension if (i) such Issuing Lender shall promptly furnish Bank would have no obligation at such time to the Borrower and the Administrative Agent a copy of issue such Letter of Credit and in its extended form under the terms hereof (except that Section 4.3(i) shall not apply), or (ii) it has received notice (which must be in writing) on or before the Business Day immediately preceding the Nonextension Notice Date from Administrative Agent shall promptly notify each Lender Agent, any Lender, or Borrower that one (1) or more of the issuance applicable conditions specified in Section 5.2 is not then satisfied. Notwithstanding anything to the contrary contained herein, no Issuing Bank shall have any obligation to permit the extension of such any Evergreen Letter of Credit andat any time. (e) Any Lender may, upon request by but shall not be obligated to, issue to the Borrower or any LenderSubsidiary letters of credit (that are not Letters of Credit) for its own account, furnish and at its own risk. None of the provisions of this Agreement shall apply to such Lender any letter of credit that is not a copy of such Letter of Credit and the amount of such Lender’s participation thereinCredit.

Procedure for Issuance of Letters of Credit. The U.S. Borrower may from time to time request that an request, upon at least three Business Days' notice, the Issuing Lender to issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office its address specified in subsection 17.2 a Letter of Credit Application thereforApplication, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and together with such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application from the U.S. Borrower, or, in the case of a Foreign Letter of Credit, from the U.S. Borrower and the L/C Supporting DocumentationForeign Subsidiary that is an account party on such Letter of Credit, such Issuing Lender will promptly, but in no event later than five Business Days following receipt of such Letter of Credit Application, notify each U.S. Revolving Lender thereof. Upon receipt of any Letter of Credit Application, the applicable Issuing Lender shall will process such Letter of Credit Application Application, and the L/C Supporting Documentation other certificates, documents and other papers delivered to it in connection therewith therewith, in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of shall promptly issue such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt by such Issuing Lender of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed and by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish furnishing a copy thereof to the U.S. Borrower and the Administrative Agent a copy Participating Lenders. In addition, the U.S. Borrower may from time to time agree with Issuing Lenders other than JPMorgan Chase Bank upon procedures for issuance by such Issuing Lenders of such Letter Letters of Credit and cause Letters of Credit to be issued by following such procedures. Such procedures shall be reasonably satisfactory to the General Administrative Agent. Prior to the issuance of any Letter of Credit, the Issuing Lender will confirm with the General Administrative Agent shall promptly notify each Lender of that the issuance of such Letter of Credit andis permitted pursuant to Section 8 and subsection 11.2. Additionally, upon request by each Issuing Lender and the U.S. Borrower shall inform the General Administrative Agent of any Lendermodifications made to outstanding Letters of Credit, furnish of any payments made with respect to such Lender a copy Letters of Credit, and of any other information regarding such Letter Letters of Credit and as may be reasonably requested by the amount of such Lender’s participation thereinGeneral Administrative Agent, in each case pursuant to procedures established by the General Administrative Agent.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information ("L/C Supporting Documentation") as such the Issuing Lender and the Administrative Agent may reasonably request (request. The Borrower will contemporaneously deliver to the “Administrative Agent at the Administrative Agent's Office a copy of such Application and L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Revolving Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the all L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower; provided that the Issuing Lender shall not issue a Letter of Credit from and after the date which is one (1) day after it has received written notice from the Administrative Agent (upon the request of the Required Lenders) that one or more of the applicable conditions to Extensions of Credit specified in Section 6.3 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Issuing Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s 's participation therein.

Procedure for Issuance of Letters of Credit. The Borrower (a) US Borrowers may from time to time request that an any Issuing Lender issue a US Letter of Credit and (b) Canadian Borrowers may from time to time request that any Issuing Lender issue a Canadian Letter of Credit, in each case, by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and Xxxxxxx Xxxxxx or the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower applicable Borrowers and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance of such Letter of Credit and, and upon request by any LenderXxxxxx, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such LenderRevolving Credit Xxxxxx’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent and the Administrative Agent may reasonably shall provide notice of such request (to the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Lenders. Upon receipt of any Letter of Credit Application, an Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 such Issuing Lender and the BorrowerBorrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). The applicable Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Borrower. Each Issuing Lender shall promptly give notice to the Administrative Agent shall promptly notify each Lender of the issuance of such each Letter of Credit andissued by such Issuing Lender (including the amount thereof), upon request by any Lender, furnish to such Lender and shall provide a copy of such Letter of Credit to the Administrative Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the amount Borrower, when a Letter of such Lender’s participation thereinCredit is issued (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender Bank issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent Bank at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentBank, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) as the Issuing Bank and the Administrative Agent may request (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt The Borrower will contemporaneously deliver to the Administrative Agent, at the Administrative Agent’s office, a copy of any Letter of Credit such Application and the L/C Supporting Documentation. Upon receipt of any Application, the applicable Issuing Lender Bank shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility Revolving Commitment for the issuance of such Letter of Credit, subject to Section 3.1 2.20(a) and Article VIV hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender Bank be required to issue any Letter of Credit earlier than three four (34) Business Days after its receipt of the Letter of Credit Application therefor and the all L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender Bank and the Borrower. The applicable Issuing Lender Bank shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Parent Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any address mutually acceptable to the Parent Borrower and such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Lender an L/C Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.2 hereof (and Section 5.3 if applicable) have been satisfied or waived in writing by the Administrative Agent may reasonably request (on behalf of the “Required Lenders as of the date of the L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Application. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit L/C Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 3.1, this Section 3.2 and Article VV hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Letter of Credit L/C Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Parent Borrower. The applicable Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender shall promptly furnish to the Borrower and (or the Administrative Agent a copy if the Administrative Agent agrees to undertake such action) shall report to each Lender all Letters of Credit issued by it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter. Each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall calculate the Dollar Equivalent of each outstanding Letter of Credit denominated in Euros, Sterling or any Optional Currency as of the end of each calendar month and shall notify the Administrative Agent shall promptly notify each Lender of and the issuance Parent Borrower of such Letter calculation, and such calculation shall be the basis of Credit and, upon request by any Lender, furnish to such Lender a copy determination of such Letter of Credit and the amount of outstanding Revolving A L/C Obligations and Revolving X X/C Obligations for purposes hereof until the next such Lender’s participation thereincalculation.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office , at their respective addresses for notices specified herein, a Letter of Credit Application Request therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other applications, certificates, documents and other papers and information as such Issuing Lender may request (collectively, the “Letter of Credit Application”). Any such Letter of Credit Request must be received by the applicable Issuing Lender and the Administrative Agent may reasonably request by no later than 12:00 noon (New York City time), two (2) Business Days prior to the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the date such Letter of Credit shall is to be denominated)issued or amended, or such other time as previously agreed between such Issuing Lender and the Borrower. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable Issuing Lender shall will process such Letter of Credit Application Request and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 the terms and Article Vconditions set forth herein, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit earlier than three two (32) Business Days after its receipt of the Letter of Credit Application Request therefor and the L/C Supporting Documentation all such other applications, 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 by the applicable such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower and the Administrative Agent shall is required to promptly notify each Lender of the such issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from shall give such Issuing Bank and the Administrative Agent not less than five (5) Business Days’ (or such shorter period as such Issuing Bank, the Borrower and the Administrative Agent shall agree) prior notice (in writing or by telephonic notice confirmed promptly in writing) of any requested issuance of a Letter of Credit under this Agreement. Such notice shall specify (i) the stated amount of the Letter of Credit requested, (ii) the requested Issuance Date, which shall be a Business Day, (iii) the date on which such requested Letter of Credit is to expire, which date shall be in compliance with the requirements of Section 4.2(vi), (iv) the purpose for which such Letter of Credit is to be issued and (v) the Person for whose benefit the requested Letter of Credit is to be issued. At the time such request is made, the Borrower shall also provide such Issuing Bank with a copy of the form of the Letter of Credit it is requesting be issued and the proposed form shall be reasonably acceptable to time request that the Issuing Bank. (b) [Reserved]. (c) An Issuing Bank shall not extend (other than by operation of an automatic renewal provision) or amend any Letter of Credit unless the requirements of this Section 4.4 and Sections 4.1 and 4.2 are met as though a new Letter of Credit were being requested and issued. (d) If Borrower so requests in any Application, then an Issuing Lender Bank shall issue a Letter of Credit by delivering to that has automatic extension provisions (each, an “Evergreen Letter of Credit”); provided that any such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Evergreen Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as must permit such Issuing Lender and Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter date of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than 30 days (the “Nonextension Notice Date”) prior to the last day of such twelve (12) month period. The Issuing Bank shall use commercially reasonable efforts to advise the Borrower of any such notice of nonextension. Unless otherwise directed by the applicable Issuing Bank, subject Borrower shall not be required to Section 3.1 and Article V, promptly issue the make a specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit requested thereby has been issued, Lenders shall be deemed to have authorized (but in no event shall may not require) the applicable Issuing Lender be required Bank to issue any Letter of Credit earlier than three (3) Business Days after its receipt of permit the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original extension of such Letter of Credit at any time to a date not later than the beneficiary thereof or as otherwise may be agreed by the applicable Letter of Credit Expiration Date; provided, however, that such Issuing Lender and the Borrower. The applicable Bank shall not permit any such extension if (i) such Issuing Lender shall promptly furnish Bank would have no obligation at such time to the Borrower and the Administrative Agent a copy of issue such Letter of Credit and in its extended form under the terms hereof (except that Section 4.3 shall not apply), or (ii) it has received notice (which must be in writing) on or before the Business Day immediately preceding the Nonextension Notice Date from Administrative Agent shall promptly notify each Lender Agent, any Lender, or Borrower that one (1) or more of the issuance applicable conditions specified in Section 5.2 is not then satisfied. Notwithstanding anything to the contrary contained herein, no Issuing Bank shall have any obligation to permit the extension of such any Evergreen Letter of Credit andat any time. (e) Any Lender may, upon request by but shall not be obligated to, issue to the Borrower or any LenderSubsidiary letters of credit (that are not Letters of Credit) for its own account, furnish and at its own risk. None of the provisions of this Agreement shall apply to such Lender any letter of credit that is not a copy of such Letter of Credit and the amount of such Lender’s participation thereinCredit.

Procedure for Issuance of Letters of Credit. The Borrower (a) Each Issuance shall be made upon the Borrower's irrevocable written request delivered to the Administrative Agent in accordance with Section 10.02 in the form of a Request for Issuance of Letter of Credit (which request must be received by the Administrative Agent prior to 11:00 a.m. Honolulu, Hawaii time), together with an Application and Agreement for Standby Letter of Credit in the form attached hereto as EXHIBIT D (as the same may be revised by the Administrative Agent from time to time request time), or in a form that is acceptable to the Issuing Bank, no less than five (5) Business Days prior to the requested Issuance date, if the Issuance is by the Administrative Agent, or no less than ten (10) Business Days prior to the requested Issuance date, if the Issuance is by the Issuing Bank. (b) Upon receipt of the Request for Issuance of Letter of Credit, the Administrative Agent will promptly notify each Bank thereof. The Issuing Bank will immediately notify the Administrative Agent upon the Issuance of a Letter of Credit. (c) Upon any negotiation of an Issuing Lender issue a outstanding Letter of Credit by delivering to the beneficiary thereof, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent will promptly notify each Bank of such Issuing Lender at negotiation, and of the amount of such Issuing Lender’s Lending Office and Bank's Commitment Percentage thereof. Each Bank will make the amount of its Commitment Percentage of the negotiated Letter of Credit available to the Administrative Agent at the Administrative Agent’s 's Payment Office a by 11:00 a.m. Honolulu, Hawaii time on the date requested by the Administrative Agent in funds immediately available to the Administrative Agent. The proceeds received from the Banks will be used by the Administrative Agent to pay the beneficiary of the Letter of Credit Application thereforupon such negotiation, completed or to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender and reimburse the Administrative Agent may reasonably request or the Issuing Bank, as applicable, for such amounts if payment to such beneficiary has already been made. (d) Unless all of the “L/C Supporting Documentation”Banks shall otherwise agree, (i) no Letter of Credit shall have an expiry date later than the Termination Date; (which information ii) no Letter of Credit shall include the Permitted Currency in which the contain an automatic renewal clause or feature; and (iii) no Letter of Credit shall be denominatedissued for credit enhancement, provided, however, that Letters of Credit may be issued to the Borrower to comply with capital requirements for the Captive Insurance Subsidiary. The aggregate amount of all Letters of Credit issued and outstanding at any one time may not exceed Twenty-Five Million Dollars ($25,000,000), and the amount available to the Borrower for Advances and Swing-Line Advances shall be reduced by the aggregate amount of all Letters of Credit issued and outstanding at any one time. In addition to the Letter of Credit Fee payable by the Borrower pursuant to Section 2.11(d) of this Agreement, the Borrower shall, at the time of the Issuance of each Letter of Credit, pay to the Administrative Agent or the Issuing Bank, as applicable, its standard letter of credit issuance fee. Upon receipt the negotiation of any Letter of Credit Application and by the L/C Supporting Documentationbeneficiary thereof, the applicable Issuing Lender amount drawn thereunder shall process such Letter become and be deemed an Advance under and subject to the terms and provisions of Credit Application and this Agreement relating to Advances. Upon the L/C Supporting Documentation delivered to it in connection therewith in accordance occurrence of an Event of Default hereunder, the Borrower shall deposit with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that cash in an amount sufficient availability exists under the to fully collateralize all outstanding Letters of Credit Facility for the issuance as of such Letter of Creditdate, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to if the Borrower and shall fail to do so, the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the full amount of such Lender’s participation thereinoutstanding Letters of Credit shall become and be deemed an Advance under and subject to the terms and provisions of this Agreement relating to Advances. The Letters of Credit shall be issued to support performance requirements and obligations of the Borrower or its Subsidiaries in connection with their real estate development businesses (including any required deposits for like-kind exchanges under Section 1031 of the Code), and to support capital and performance requirements and obligations of the Captive Insurance Subsidiary, and not in contravention of any provision of this Agreement or any Requirement of Law.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentAgent at their respective addresses for notices specified herein a letter of credit application in the Issuing Lender's then customary form (an "L/C APPLICATION") completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as such may be customary and as the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit L/C Application, the Issuing Lender will process such L/C Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shalland, after approving upon receipt by the same and receiving Issuing Lender of confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of CreditCredit will not contravene subsection 3.1, subject to Section 3.1 and Article V, the Issuing Lender shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit L/C Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent a copy of such Letter of Credit and promptly following the issuance thereof, and, thereafter, the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and thereof to the amount of such Lender’s participation thereinLenders.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and its address for notices specified herein or otherwise on file with the Administrative Agent (with a copy to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit ) an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, Unless the applicable Issuing Lender shall process such has received written notice from any Lender or the Administrative Agent at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit Application that the conditions precedent set forth in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender shall, on the L/C Supporting Documentation delivered to it in connection therewith requested date, issue a Letter of Credit or enter into the applicable amendment, as the case may be, in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating thereto) by issuing the original ). The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by Borrower promptly following the applicable Issuing Lender and the Borrowerissuance thereof. The applicable Issuing Lender shall promptly furnish to the Borrower and Administrative Agent, which shall in turn promptly furnish to the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender Lenders, notice of the issuance of such each Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such (including the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of each Letter of Credit 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 the aggregate L/C Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit shall not exceed such Issuing Lender’s L/C Commitment and (iii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the aggregate Five-Year Commitments. Such Issuing Lender shall 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 of such Lender’s participation thereinthereof).

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Designated Agent and the Administrative Designated Agent may reasonably shall provide notice of such request (to the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Lenders. Upon receipt of any Letter of Credit Application, an Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 such Issuing Lender and the BorrowerBorrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). The applicable Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Administrative Agent Borrower. The Borrower is responsible for the final text of the Letter of Credit as issued by an Issuing Lender, irrespective of any assistance such Issuing Lender may provide such as drafting or recommending text or by Issuing Lender’s use or refusal to use text submitted by the Borrower. The Borrower is solely responsible for the suitability of the Letter of Credit for the Borrower’s purposes. Each Issuing Lender shall promptly notify each Lender give notice to the Designated Agent of the issuance of such each Letter of Credit andissued by such Issuing Lender (including the amount thereof), upon request by any Lender, furnish to such Lender and shall provide a copy of such Letter of Credit to the Designated Agent as soon as possible after the date of issuance. Unless otherwise expressly agreed by an Issuing Lender and the amount Borrower, when a Letter of Credit is issued (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender’s participation therein, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Designated Agent that the Required Lenders have elected not to permit such extension or (2) from the Designated Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any Issuing Lender's office at any address mutually acceptable to the Borrower and such Issuing Lender an Application therefor, including, if applicable, the office of such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor's Correspondent, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to Within fifteen (15) Business Days after the Borrower and the Administrative Agent a copy end of such Letter of Credit and each 16 <PAGE> 17month, the Administrative Agent shall promptly notify report to each Lender of the issuance of average daily outstandings for each day in such Letter month for all Letters of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and during the amount of such Lender’s participation thereinprevious month.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from time to time request that an any Issuing Lender (other than any Issuing Lender referred to in clause (b) of the definition of “Issuing Lender”) issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Application, such Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit Credit, and upon receipt of written confirmation from the Administrative Agent that after giving effect to the requested issuance, none of the statements specified in clauses (i) through (iv) of the first sentence of Section 3.7(a) would be true, such Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith to be processed in accordance with its customary policies and procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 such Issuing Lender and the Borrower. The applicable Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. Such Issuing Lender shall 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). (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 Administrative Agent a copy of 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 shall promptly notify each Lender 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 andwould violate Section 3.7, upon request by any Lender, furnish to then such Issuing Lender a copy of such may issue the requested Letter of Credit for the account of the Borrower in accordance with its customary policies and the amount of such Lender’s participation thereinprocedures.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from time to time request that an the Issuing Lender Bank issue a Letter of Credit by delivering to such the Agent and the Issuing Lender at such Issuing Lender’s Lending Office Bank a duly executed and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application completed Issuance Request therefor, completed to the reasonable satisfaction of the applicable Issuing Lender Agent and the Administrative AgentIssuing Bank, and such other certificates, documents and other papers and information relating to such Letter of Credit as such the Issuing Lender and the Administrative Agent Bank may reasonably request consistent with its current practices and procedures with respect to letters of credit of the same type. In addition to such other information as is required to be therein, the Borrower shall specify in any Issuance Request: (i) the “L/C Supporting Documentation”) (which information shall include proposed party for whose account the Permitted Currency in which the requested Letter of Credit would be issued (which shall be denominatedeither the Borrower or a Subsidiary of the Borrower). ; (ii) the proposed beneficiary of the requested Letter of Credit; (iii) the proposed date of issuance of the requested Letter of Credit; (iv) the proposed expiry date of the requested Letter of Credit; (v) the proposed terms of the requested Letter of Credit, including the proposed face amount thereof and whether it would constitute a Financial Letter of Credit or a Performance Letter of Credit; and (vi) the transaction that is to be supported or financed with the requested Letter of Credit, including identification of the Power Generation Facility, if any, to which such Letter of Credit would relate. (b) Upon receipt of any Letter of Credit Application Issuance Request, the Issuing Bank will process such Issuance Request and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender Bank be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application Issuance Request therefor 44 39 and the L/C Supporting Documentation 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 by the applicable Issuing Lender Bank and the Borrower. The applicable Issuing Lender Bank shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Administrative Agent shall Borrower promptly notify each Lender of following the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinthereof.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such the Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than (a) three (3) Business Days Days, with respect to a Letter of Credit denominated in Dollars, and (b) four (4) Business Days, with respect to an Alternative Currency Letter of Credit, after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein. If the Issuing Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) in sufficient time to permit the Issuing Lender, through the exercise of commercially reasonable efforts, to stop the issuance of any Letter of Credit requested by the Borrower (A) directing the Issuing Lender not to issue such Letter of Credit as a result of the limitations set forth in the proviso to the first sentence of Section 3.1(a) or (B) that one or more of the applicable conditions specified in Article VI is not then satisfied, then the Issuing Lender will not issue such Letter of Credit.

Procedure for Issuance of Letters of Credit. The Borrower Company may from time to time request that an request, upon at least three Business Days' notice, the Issuing Lender to issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office its address specified in subsection 14.2 a Letter of Credit Application thereforApplication, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and together with such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and from the L/C Supporting DocumentationCompany, the applicable Issuing Lender shall will promptly, but in no event later than five Business Days following receipt of such Letter of Credit Application, notify each Revolving Credit Lender thereof. Upon receipt of any Letter of Credit Application, the Issuing Lender will process such Letter of Credit Application Application, and the L/C Supporting Documentation other certificates, documents and other papers delivered to it in connection therewith therewith, in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of shall promptly issue such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt by the Issuing Lender of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed and by furnishing a copy thereof to the applicable Company and the Participating Lenders. Prior to the issuance of any Letter of Credit, the Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and will confirm with the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of that the issuance of such Letter of Credit andis permitted pursuant to Section 5 and subsection 8.2. Additionally, upon request by the Issuing Lender and the Company shall inform the Administrative Agent of any Lendermodifications made to outstanding Letters of Credit, furnish of any payments made with respect to such Lender a copy Letters of Credit, and of any other information regarding such Letter Letters of Credit and as may be reasonably requested by the amount of such Lender’s participation thereinAdministrative Agent, in each case pursuant to procedures established by the Administrative Agent.

Procedure for Issuance of Letters of Credit. The Borrower (a) Revolving Borrowers may borrow from time to time request by way of L/C by requesting that the L/C Issuer issue an Issuing Lender issue a Letter of Credit L/C by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent a notice in accordance with the procedure set forth in Article 3 and delivering to the L/C Issuer at its Branch of Account (with a copy to the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “) an L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Agreement therefor. Upon receipt of any Letter of Credit Application and L/C Agreement, the L/C Supporting Documentation, the applicable Issuing Lender shall Issuer will process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith Agreement in accordance with its customary procedures and shallshall promptly (and, in any event, within 5 Business Days after approving receipt of the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly L/C Agreement therefor) issue the Letter of Credit L/C requested thereby (but in no event shall the applicable Issuing Lender L/C Issuer be required to issue any Letter of Credit L/C earlier than three (3) two Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating theretoAgreement therefor) by issuing the original of such Letter of Credit L/C to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender L/C Issuer and the applicableApplicable Borrower. The applicable Issuing Lender L/C Issuer shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter L/C (or, if applicable, the amendment effecting its extension or renewal or any other amendment) to the applicableApplicable Borrower. (b) A L/C may have a provision for automatic renewal for successive 365 day periods (provided that the L/C expires no later than 5 Business Days prior to the applicable Final Maturity Date or such later date as the L/C Issuer may agree in CREDIT AGREEMENT LEGAL_43503785.7 its sole discretion), otherwise, Revolving Borrowers may request the extension or renewal of Credit the Contract Period with respect to an L/C or other amendment of any L/C by giving written notice as set forth in Schedule 3.3(3)(b) specifying the details of such request to the L/C Issuer at its Branch of Account (with a copy to the Administrative Agent) at least five Business Days (or any shorter period acceptable to the L/C Issuer) before the then current expiry date of such L/C. Subject to the terms of the L/C Agreement therefor and the Administrative Agent terms of this Agreement, the L/C Issuer shall promptly notify each Lender of extend or renew or, subject to any such amendment being acceptable to the issuance of L/C Issuer, amend such Letter of Credit and, upon request by any Lender, L/C and shall furnish to such Lender a copy of such Letter of Credit extended or renewed or amended L/C to the applicableApplicable Borrower, the Administrative Agent and the amount of such Lender’s participation thereinbeneficiary thereof or as otherwise may be agreed by the L/C Issuer and the applicableApplicable Borrower promptly following the extension or renewal or amendment thereof. (4) Fees, Commissions, Interest and Other Charges.

Procedure for Issuance of Letters of Credit. (a) The Borrower Representative (on behalf of the applicable Borrower) may from time to time request during the Commitment Period but in no event later than the 5th day prior to the Maturity Date that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office , at their respective addresses for notices specified herein, a Letter of Credit Application therefor, Request therefor (completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the request. Each Letter of Credit Request shall be denominated)specify the applicable Borrower. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable Issuing Lender shall (i) confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower Representative and, if not so received, the Issuing Lender shall provide the Administrative Agent with a copy thereof and (ii) process such Letter of Credit Application Request and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shalland, after approving the same and receiving confirmation from unless notified by the Administrative Agent that sufficient availability exists under Agent, any Lender or any Loan Party, at least two Business Days prior to the Credit Facility for requested date of issuance or amendment of the issuance of such applicable Letter of Credit, subject to Section 3.1 and Article Vthat one or more applicable conditions contained in subsection 6.2 shall not then be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application Request therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the BorrowerBorrower Representative. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the Issuing Lender shall notify the Borrower Representative and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regard to commercial Letters of Credit, the Issuing Lender shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the applicable Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. Unless the Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit andwould violate subsection 3.1, upon request by any Lender, furnish to such then the Issuing Lender a copy of such may issue the requested Letter of Credit and for the amount account of such the applicable Borrower in accordance with the Issuing Lender’s participation thereinusual and customary practices.

Procedure for Issuance of Letters of Credit. (a) The applicable Borrower may from time to time request during the Commitment Period but in no event later than the 30th day prior to the Termination Date that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent or the Canadian Agent, as applicable, at their respective addresses for notices specified herein, an L/C Request therefor in the Administrative Agent’s Office a Letter of Credit Application therefor, form Exhibit K hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “request. Each L/C Supporting Documentation”) (which information Request shall include specify the Permitted Designated Foreign Currency in which the requested Letter of Credit shall is to be denominateddenominated (or specify that the requested Letter of Credit is to be denominated in Dollars or Canadian Dollars in the case of the Canadian Borrowers). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the applicable Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the applicable Borrower promptly following the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the applicable Borrower and the Administrative Agent or the Canadian Agent, as applicable, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent or the Canadian Agent, as applicable, shall promptly notify the applicable Lenders, in writing, of such issuance or amendment, and if so requested by a Lender, the Administrative Agent or the Canadian Agent, as applicable, shall provide to such Lender copies of such issuance or amendment. With regards to Commercial Letters of Credit, the Issuing Lender shall on the first Business Day of each week provide the Administrative Agent or the Canadian Agent, as applicable, by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (b) The making of each request for a Letter of Credit by any Borrower shall be deemed to be a representation and warranty by the Parent Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit andwould violate subsection 3.1, upon request by any Lender, furnish to then such Issuing Lender a copy of such may issue the requested Letter of Credit and for the amount account of the applicable Borrower in accordance with such Issuing Lender’s participation thereinusual and customary practices.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such the Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than (a) three (3) Business Days Days, with respect to a Letter of Credit denominated in Dollars, and (b) four (4) Business Days, with respect to an Alternative Currency Letter of Credit, after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein. If the Issuing Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) in sufficient time to permit the Issuing Lender, through the exercise of commercially reasonable efforts, to stop the issuance of any Letter of Credit requested by the Borrower (A) directing the Issuing Lender not to issue such Letter of Credit as a result of the limitations set forth in the proviso to the first sentence of Section 3.1(a), or (B) that one or more of the applicable conditions specified in Article VI is not then satisfied, then the Issuing Lender will not issue such Letter of Credit.

Procedure for Issuance of Letters of Credit. The Borrower (a) Any Applicable Account Party, with (in the case of any such Applicable Account Party other than the Company) the written consent of the Company (substantially in the form of Exhibit O hereto or as the Company may otherwise specify from time to time), may from time to time request that an any Issuing Lender issue (or cause its Applicable Lending Office to issue) a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to its address for notices specified in accordance with the Administrative Agent at the Administrative Agent’s Office a Letter provisions of Credit Section 10.2 an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request consistent with its customary business practices for comparable transactions in the applicable jurisdiction (it being expressly understood and agreed by each Issuing Lender that the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter terms and provisions of Credit each such Application shall be denominatedconsistent with the terms and provisions of this Agreement). Upon receipt of any Letter of Credit Application, the relevant Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue (or cause its Applicable Lending Office to issue) the Letter of Credit requested thereby (but in no event shall the applicable any Issuing Lender be required to issue (or cause its Applicable Lending Office to issue) any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 relevant Issuing Lender and the BorrowerApplicable Account Party. The applicable relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Applicable Account Party promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Borrower Administrative Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). No Issuing Lender shall issue (or cause its Applicable Lending Office to 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. (b) The Issuing Lender shall not (and shall not permit any Applicable Lending Office thereof to) (i) amend or cancel any Letter of Credit without the prior written consent of the Company or the Applicable Account Party, (ii) waive presentation of any Letter of Credit or waive any discrepancies in documents presented to effect a copy draw on a Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party, if and to the extent such waiver materially and adversely affects the Company or such Applicable Account Party, or (iii) replace any lost, mutilated or destroyed Letter of Credit, in each case, without the prior written consent of the Company or the Applicable Account Party. If requested by an Applicable Account Party or the Company, the Issuing Lender shall furnish a draft of such Letter of Credit (or any amendment thereto) to the Applicable Account Party and the Administrative Agent shall promptly notify each Lender of Company prior to the issuance of such Letter of Credit and, upon request by any Lender, furnish thereof to such Lender a copy of such Letter of Credit allow the Applicable Account Party and the amount of Company to review such Lender’s participation thereindraft for accuracy and to provide any corrections if necessary.

Procedure for Issuance of Letters of Credit. (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at its address for notices specified herein, an L/C Request therefor in the Administrative Agent’s Office a Letter form of Credit Application therefor, Exhibit L hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three five (35) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the BorrowerBorrower Representative. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Borrower Representative promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit in a manner adverse to the Borrowers (as determined by the applicable Issuing Lender in its reasonable discretion). Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent Agent, who shall promptly notify each Lender of the issuance Lender, thereof, which notice shall be accompanied by a copy of such Letter of Credit andor amendment, upon request by any Lenderrenewal, furnish extension or modification to such Lender a copy of such Letter of Credit and the amount of such Lender’s respective participation thereinin such Letter of Credit pursuant to subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts and beneficiaries thereof and the Administrative Agent shall promptly provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate subsection 3.1, then such Issuing Lender may issue the requested Letter of Credit for the account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s usual and customary practices. (c) No Issuing Lender shall be under any obligation to issue or renew any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any banking regulatory authority with jurisdiction over such Issuing Lender shall prohibit the issuance of letters of credit generally, or (ii) the issuance of such Letter of Credit would violate one or more existing (as of the date hereof) policies of such Issuing Lender consistently applied by such Issuing Lender to borrowers generally.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VV hereof, promptly but no later than five (5) Business Days from the date of its receipt of the Application therefor, issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower. If requested by the Borrower, the Issuing Lender shall furnish to the Borrower a draft of any Letter of Credit prior to its issuance. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation L/C Participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a (a) In connection with the issuance of each Letter of Credit by delivering to such Credit, the L/C Eligible Account Parties, through Harvard, shall give the Issuing Lender at such Issuing Lender’s Lending Office Bank and to the Administrative Agent at least two Business Days' prior written notice, in such written or electronic form as is acceptable to the Administrative Agent’s Office a Issuing Bank), of the requested issuance of such Letter of Credit Application therefor, completed to (an "L/C Application"). Such notice shall be irrevocable and shall specify the reasonable satisfaction stated amount of the applicable Letter of Credit requested, which stated amount shall not be less than $50,000 (unless otherwise agreed by the Issuing Lender Bank), the requested date of issuance of such Letter of Credit (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall be a Business Day), and the Administrative Agentbeneficiary of such requested Letter of Credit. Such notice, and such other certificatesto be effective, documents and other papers and information as such must be received by the Issuing Lender Bank and the Administrative Agent may reasonably request not later than 12:00 noon (New York City time) on the “L/C Supporting Documentation”) (which information shall include second Business Day prior to the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility requested date for the issuance of such Letter of Credit. (b) Subject to the satisfaction of the conditions applicable under tParagraph 2.3 of Section 2 hereof to the issuance of Letters of Credit and the conditions set forth in this Section 4, subject to Section 3.1 and Article Vthe Issuing Bank shall, promptly on the requested date, issue the a Letter of Credit requested thereby (but on behalf of the L/C Eligible Account Parties in no event accordance with the Issuing Bank's usual and customary business practices. The Issuing Bank shall the applicable Issuing Lender be required to not issue any Letter of Credit earlier than three (3) in the period commencing on the first Business Days Day after its receipt it receives written notice from any Agent or Lender that one or more of the Letter conditions precedent contained in Paragraph 2.3 of Credit Application therefor Section 2 hereof shall not on such date be satisfied (unless previously waived), and the L/C Supporting Documentation relating thereto) by issuing the original of ending when such Letter of Credit to the beneficiary thereof conditions are satisfied or as otherwise may be agreed by the applicable Issuing Lender and the Borrowerwaived. The applicable Issuing Lender Bank shall promptly furnish not otherwise be required to determine that, or take notice whether, the Borrower and the Administrative Agent a copy conditions precedent set forth in Paragraph 2.3 of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of Section 2 hereof have been satisfied or waived in connection with the issuance of such any Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinCredit.

Procedure for Issuance of Letters of Credit. The Borrower Company may from time to time request that the Administrative Agent designate an Issuing Lender with respect to any Letter of Credit which the Company seeks to have issued. In the event that the Administrative Agent is able to designate an Issuing Lender with respect to such Letter of Credit, the Company shall request that such Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent reasonably may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application, such Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the BorrowerCompany. The applicable Such Issuing Lender shall promptly furnish to (i) in the Borrower case of each Standby Letter of Credit, notify each L/C Participant and the Administrative Agent promptly following the request for and following the issuance of the Standby Letter of Credit and furnish a copy of such Standby Letter of Credit to the Company and to the Administrative Agent promptly following the issuance thereof and (ii) in the case of Commercial Letters of Credit, provide to each L/C Participant and the Administrative Agent shall Agent, promptly notify following the end of each Lender calendar month during which it has issued Commercial Letters of Credit, a monthly activity report of the issuance of such Letter Commercial Letters of Credit and, upon request issued by any Lender, furnish to it during such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinmonth.

Procedure for Issuance of Letters of Credit. The Borrower BORROWER may from time to time request that an Issuing Lender the ISSUING BANK issue a Letter of Credit LETTER OF CREDIT by delivering to such Issuing Lender the ISSUING BANK at such Issuing Lender’s Lending Office and the address for notices to the Administrative Agent at ISSUING BANK specified herein: (a) in the Administrative Agent’s Office a Letter event the LETTER OF CREDIT is to be issued for the account of Credit Application the BORROWER, an APPLICATION therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentISSUING BANK, and such other certificates, documents and other papers and information as the ISSUING BANK may request, and (b) in the event of a STANDBY LETTER OF CREDIT which is to be issued for the account of a CREDIT PARTY other than the BORROWER, a request from the BORROWER that such Issuing Lender STANDBY LETTER OF CREDIT be issued for the account of such other CREDIT PARTY, an APPLICATION therefor, completed to the satisfaction of the ISSUING BANK, and such other certificates, documents and other papers and information as the Administrative Agent ISSUING BANK may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationAPPLICATION, the applicable Issuing Lender ISSUING BANK shall process such Letter of Credit Application APPLICATION and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VV hereof, promptly issue the Letter of Credit LETTER OF CREDIT requested thereby (but in no event shall the applicable Issuing Lender ISSUING BANK be required to issue any Letter of Credit LETTER OF CREDIT earlier than three (3) Business Days BUSINESS DAYS after its receipt of the Letter of Credit Application APPLICATION therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit LETTER OF CREDIT to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender ISSUING BANK and the BorrowerBORROWER or the L/C RESPONSIBLE CREDIT PARTY. The applicable Issuing Lender ISSUING BANK shall promptly furnish to the Borrower and the Administrative Agent BORROWER a copy of such Letter LETTER OF CREDIT and furnish to each LENDER a copy of Credit such LETTER OF CREDIT and notice of the Administrative Agent shall amount of each LENDER'S L/C PARTICIPATION therein, all promptly notify each Lender of following the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinLETTER OF CREDIT.

Procedure for Issuance of Letters of Credit. (a) The Borrower may borrow from time to time request by way of L/C by requesting that the Issuing Bank issue an Issuing Lender issue a Letter of Credit L/C by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender Bank and the Administrative Agent may reasonably request a notice in accordance with the procedure set forth in Section 2.7 and delivering to the Issuing Bank at its Branch of Account (with a copy to the “Administrative Agent) an L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Agreement therefor. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationAgreement, the applicable Issuing Lender shall Bank will process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith Agreement in accordance with its customary procedures and shallshall promptly (and, in any event, within three (3) Business Days after approving receipt of the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly L/C Agreement therefor) issue the Letter of Credit L/C requested thereby (but in no event shall the applicable Issuing Lender Bank be required to issue any Letter of Credit L/C earlier than three two (32) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating theretoAgreement therefor) by issuing the original of such Letter L/C to the Borrower or beneficiary thereof (as agreed by the Issuing Bank and the Borrower) or as otherwise may be agreed by the Issuing Bank and the Borrower. The Issuing (b) An L/C may contain provisions providing for the automatic extension of Credit the Contract Period on terms and conditions set forth in such L/C. (c) The Borrower may request an amendment of any L/C by giving written notice specifying the details of such request to the Issuing Bank at its Branch of Account (with a copy to the Administrative Agent) at least three (3) Business Days (or any shorter period acceptable to the Issuing Bank) before the then current expiry date of such L/C. Subject to the terms of the L/C Agreement therefor and the terms of this Agreement, the Issuing Bank shall, subject to any such amendment being acceptable to the Issuing Bank, amend such L/C and shall furnish a copy of such amended L/C to the Borrower, the Administrative Agent and the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender Bank and the Borrower. The applicable Issuing Lender shall Borrower promptly furnish to following the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinamendment thereof.

Procedure for Issuance of Letters of Credit. (a) The U.S. Borrower may from time to time request that an the U.S. Issuing Lender issue a U.S. Letter of Credit by delivering to such the U.S. Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the applicable U.S. Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the U.S. Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application, the U.S. Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the U.S. Letter of Credit requested thereby (but in no event shall the applicable U.S. Issuing Lender be required to issue any U.S. Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 U.S. Issuing Lender and the U.S. Borrower. The applicable U.S. Issuing Lender shall furnish a copy of such Letter of Credit to the U.S. Borrower promptly following the issuance thereof. The U.S. Issuing Lender shall promptly furnish to the U.S. 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 at its address for notices specified herein an Application therefor, completed to the satisfaction of the Canadian Issuing Lender, and such other certificates, documents and other papers and information as the Canadian Issuing Lender may request. Upon receipt of any Application, the Canadian Issuing Lender will process such Application and the Administrative Agent 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 (but in no event shall the Canadian Issuing Lender be required to issue any Canadian 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 Canadian Issuing Lender and the Canadian Borrower. The Canadian Issuing Lender shall furnish a copy of such Letter of Credit and to the Administrative Agent shall Canadian Borrower promptly notify each Lender of following the issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinthereof.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such the Issuing Lender’s 's Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than (a) three (3) Business Days Days, with respect to a Letter of Credit denominated in Dollars, and (b) four (4) Business Days, with respect to an Alternative Currency Letter of Credit, after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s 's participation therein. If the Issuing Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) in sufficient time to permit the Issuing Lender, through the exercise of commercially reasonable efforts, to stop the issuance of any Letter of Credit requested by the Borrower (A) directing the Issuing Lender not to issue such Letter of Credit as a result of the limitations set forth in the proviso to the first sentence of Section 3.1(a), or (B) that one or more of the applicable conditions specified in Article VI is not then satisfied, then the Issuing Lender will not issue such Letter of Credit.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender issue issue, amend, renew or extend a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office Office) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers Letter of Credit Documents and information as such Issuing Lender and or the Administrative Agent may reasonably request request, not later than 12:00 p.m. at least two (2) Business Days (or such later date and time as the “L/C Supporting Documentation”Administrative Agent and such Issuing Lender may agree in their sole discretion) prior to the proposed date of issuance, amendment, renewal or extension, as the case may be. Such notice shall specify (a) the requested date of issuance, amendment, renewal or extension (which information shall include be a Business Day), (b) the Permitted Currency in date on which the such Letter of Credit is to expire (which shall comply with Section 3.1(b)), (c) the amount of such Letter of Credit, (d) the name and address of the beneficiary thereof, (e) the purpose and nature of such Letter of Credit and (f) such other information as shall be denominated)necessary to issue, amend, renew or extend such Letter of Credit. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall shall, process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other Letter of Credit Documents and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue issue, amend, renew or extend the Letter of Credit requested thereby (but subject to the timing requirements set forth in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating theretothis Section 3.2) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Xxxxxxx Xxxxxx and the Borrower. Additionally, the Borrower shall furnish to the applicable Issuing Lender and the BorrowerAdministrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, renewal or extension, including any Letter of Credit Documents, as the applicable Issuing Lender or the Administrative Agent may require. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the related Letter of Credit Documents and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such LenderXxxxxx’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentAgent at their respective addresses for notices specified herein a commercial letter of credit application in the Issuing Lender's then customary form (a "Trade L/C Application") or a standby letter of credit application in the Issuing Lender's then customary form (a "Standby L/C Application"), as the case may be, in each case completed to 39 38 the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as such may be customary for letters of credit of the kind being requested and as the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shalland, after approving upon receipt by the same and receiving Issuing Lender of confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of CreditCredit will not contravene Section 3.1, subject to Section 3.1 and Article V, the Issuing Lender shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of following the issuance thereof and to each Revolving Credit Lender promptly following the end of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereineach month.

Procedure for Issuance of Letters of Credit. The Parent Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any address mutually acceptable to the Parent Borrower and such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Lender an L/C Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.3 hereof (and 5.4 if applicable) have been satisfied or waived in writing by the Administrative Agent may reasonably request (as of the “date of the L/C Supporting Documentation”) (which information shall include Application. The L/C Application will also state the Permitted Currency in which aggregate principal amount of all Competitive Bid Loans outstanding under the Letter of Revolving Credit shall be denominated)Facilities. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit L/C Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 3.1, this Section 3.2 and Article VV hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Letter of Credit L/C Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Parent Borrower. The applicable Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender shall promptly furnish to the Borrower and (or the Administrative Agent a copy if the Administrative Agent agrees to undertake such action) shall report to each Lender all Letters of Credit issued by it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit for each day in such calendar quarter. Each Issuing Lender (or the Administrative Agent if the Administrative Agent agrees to undertake such action) shall calculate the Dollar Equivalent of each outstanding Letter of Credit denominated in an Optional Currency as of the end of each calendar month and shall notify the Administrative Agent shall promptly notify each Lender of and the issuance Parent Borrower of such Letter calculation, and such calculation shall be the basis of Credit and, upon request by any Lender, furnish to such Lender a copy determination of such Letter of Credit and the amount of outstanding Revolving A L/C Obligations for purposes hereof until the next such Lender’s participation thereincalculation.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from time to time request that an the Revolving L/C Issuing Lender issue a Revolving Letter of Credit by delivering to such Issuing Lender at such the Revolving L/C Issuing Lender’s Lending Office and to the Administrative Agent , at the Administrative Agent’s Office a Letter of Credit its address for notices specified herein, an Application therefor, completed to the reasonable satisfaction of the applicable Revolving L/C Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “Revolving L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)Issuing Lender may reasonably request. Upon receipt of any Letter of Credit Application, the Revolving L/C Issuing Lender will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Revolving Letter of Credit requested thereby (but in no event shall the applicable Revolving L/C Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 maybe agreed by the applicable Revolving L/C Issuing Lender and the Borrower. The applicable Revolving L/C Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Revolving Letter of Credit to the Borrower promptly following the issuance thereof. (b) The Borrower may from time to time request that the Blue Star L/C Issuing Lenders issue a single Letter of Credit to which they are all parties or ratable Letters of Credit by delivering to the Blue Star L/C Issuing Lenders, at their addresses for notices specified herein, an Application therefor, completed to the reasonable satisfaction of each of the Blue Star L/C Issuing Lenders, and such other certificates, documents and other papers and information as the Blue Star L/C Issuing Lenders may reasonably request, provided that any such Application shall specify the aggregate amount of Blue Star Letters of Credit requested and each of the Blue Star L/C Issuing Lenders shall issue Blue Star Letters of Credit or join in a single Blue Star Letter of Credit as follows: (i) the Administrative Agent or an affiliate thereof shall issue a Blue Star Letter of Credit in an amount equal to 40% of the aggregate amount requested or be responsible for 40% of such a single Blue Star Letter of Credit, (ii) the Syndication Agent or an affiliate thereof shall issue a Blue Star Letter of Credit in an amount equal to 40% of the aggregate amount requested or be responsible for 40% of such a single Blue Star Letter of Credit and (iii) the Administrative Documentation Agent or an affiliate thereof, shall promptly notify each Lender of the issuance of such issue a Blue Star Letter of Credit andin an amount equal to 20% of the aggregate amount requested or be responsible for 20% of such a single Blue Star Letter of Credit. Notwithstanding the foregoing proviso, upon request in the event that any Lender other than the Administrative Agent, the Syndication Agent or the Documentation Agent becomes a Blue Star L/C Issuing Lender with respect to the single Blue Star Letter of Credit or Blue Star Letters of Credit to be issued pursuant to any Application, such other Lender shall join in such single Blue Star Letter of Credit in its agreed percentage or issue a Blue Star Letter of Credit in an amount equal to its agreed percentage of the aggregate amount requested by the Borrower, as the case may be, and the agreed percentages of the other Blue Star L/C Issuing Lenders shall be ratably reduced as determined by the Administrative Agent. Upon receipt of any LenderApplication, each of the Blue Star L/C Issuing Lenders 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 join in a Blue Star Letter of Credit as requested thereby (but in no event shall such Blue Star L/C Issuing Lender be required to issue or join in any Blue Star 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 Blue Star Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Blue Star L/C Issuing Lender and the Borrower. Each of the Blue Star L/C Issuing Lenders shall furnish to such Lender a copy of such Blue Star Letter of Credit and to the amount of such Lender’s participation thereinBorrower promptly following the issuance thereof.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a (a) In connection with the issuance of each Letter of Credit by delivering to such Credit, the L/C Eligible Account Parties, through Harvard, shall give the Issuing Lender at such Issuing Lender’s Lending Office Bank and to the Administrative Agent at least two Business Days' prior written notice, in such written or electronic form as is acceptable to the Administrative Agent’s Office a Issuing Bank), of the requested issuance of such Letter of Credit Application therefor, completed to (an "L/C Application"). Such notice shall be irrevocable and shall specify the reasonable satisfaction stated amount of the applicable Letter of Credit requested, which stated amount shall not be less than $50,000 (unless otherwise agreed by the Issuing Lender Bank), the requested date of issuance of such Letter of Credit (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall be a Business Day), and the Administrative Agentbeneficiary of such requested Letter of Credit. Such notice, and such other certificatesto be effective, documents and other papers and information as such must be received by the Issuing Lender Bank and the Administrative Agent may reasonably request not later than 12:00 noon (New York City time) on the “L/C Supporting Documentation”) (which information shall include second Business Day prior to the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility requested date for the issuance of such Letter of Credit. (b) Subject to the satisfaction of the conditions applicable under Paragraph 2.3 of Section 2 hereof to the issuance of Letters of Credit and the conditions set forth in this Section 5, subject to Section 3.1 and Article Vthe Issuing Bank shall, promptly on the requested date, issue the a Letter of Credit requested thereby (but on behalf of the L/C Eligible Account Parties in no event accordance with the Issuing Bank's usual and customary business practices. The Issuing Bank shall the applicable Issuing Lender be required to not issue any Letter of Credit earlier than three (3) in the period commencing on the first Business Days Day after its receipt it receives written notice from any Agent or Lender that one or more of the Letter conditions precedent contained in Paragraph 2.3 of Credit Application therefor Section 2 hereof shall not on such date be satisfied (unless previously waived), and the L/C Supporting Documentation relating thereto) by issuing the original of ending when such Letter of Credit to the beneficiary thereof conditions are satisfied or as otherwise may be agreed by the applicable Issuing Lender and the Borrowerwaived. The applicable Issuing Lender Bank shall promptly furnish not otherwise be required to determine that, or take notice whether, the Borrower and the Administrative Agent a copy conditions precedent set forth in Paragraph 2.3 of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of Section 2 hereof have been satisfied or waived in connection with the issuance of such any Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation thereinCredit.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, at their respective addresses for notices specified herein, a Letter of Credit Request therefor, completed to the satisfaction of the Issuing Lender, and such other applications, certificates, documents and other papers and information as the Issuing Lender may request (collectively, the “Letter of Credit Application”). Any such Letter of Credit Request must be received by the Issuing Lender and the Administrative Agent may reasonably request by no later than 12:00 noon (New York City time), two (2) Business Days prior to the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the date such Letter of Credit shall is to be denominated)issued or amended, or such other time as previously agreed between the Issuing Lender and the Borrower. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable Issuing Lender shall will process such Letter of Credit Application Request and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 the terms and Article Vconditions set forth herein, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three two (32) Business Days after its receipt of the Letter of Credit Application Request therefor and the L/C Supporting Documentation all such other applications, 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 by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower and the Administrative Agent shall is required to promptly notify each Lender of the such issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. (a) The Parent Borrower may from time to time request request, during (x) in the case of Revolving Letters of Credit, the Initial Revolving Commitment Period, but in no event later than the 30th day prior to the Initial Revolving Maturity Date and (y) in the case of Term Letters of Credit, the Initial Term L/C Commitment Period, but in no event later than the 30th day prior to the Initial Term C Loan Maturity Date, that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter , at their respective addresses for notices specified herein, an L/C Request therefor in the form of Credit Application therefor, Exhibit B hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request (which L/C Request must have been received by such Issuing Lender and the Administrative Agent prior to 12:00 P.M., New York City time, at least three Business Days (or five Business days for Letter of Credit transactions in a Designated Foreign Currency) prior to the requested date of issuance (or such shorter period as may reasonably request (be agreed by the “Issuing Lender in its reasonable discretion)). Each L/C Supporting Documentation”) (which information Request shall include specify the Permitted Currency in which applicable Borrower and that the requested Letter of Credit shall is to be denominated)denominated in Dollars or any Designated Foreign Currency. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the Parent Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Parent Borrower promptly following the issuance thereof. No Issuing Lender shall amend, cancel or waive presentation of any Letter of Credit, or replace any lost, mutilated or destroyed Letter of Credit, without the prior written consent of the Parent Borrower. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Lender shall notify the Parent Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender, the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regards to Commercial L/Cs, each Issuing Lender shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial L/Cs during the previous week. (b) The making of each request for a Letter of Credit by the Parent Borrower shall be deemed to be a representation and warranty by the Parent Borrower that such Letter of Credit may be issued in accordance with, and will not violate the applicable requirements of, Section 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6.2 are not then satisfied, or that the issuance of such Letter of Credit andwould violate Section 3.1, upon request by any Lender, furnish to then such Issuing Lender a copy of such may issue the requested Letter of Credit and for the amount account of the applicable Borrower in accordance with such Issuing Lender’s participation thereinusual and customary practices.

Procedure for Issuance of Letters of Credit. (a) The Borrower may Representative may, from time to time during the Commitment Period but in no event later than the 30th day prior to the Termination Date, request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at its address for notices specified herein, an L/C Request therefor in the Administrative Agent’s Office a Letter form of Credit Application therefor, Exhibit J-2 hereto (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable such Issuing Lender shall will process such Letter of Credit Application and the L/C Supporting Documentation Request and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable an Issuing Lender be required required, unless otherwise agreed to by such Issuing Lender, to issue any Letter of Credit earlier than three (3) five Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation Request 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 by the applicable such Issuing Lender and the BorrowerBorrower Representative. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower Representative promptly following the issuance thereof. Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the applicable Issuing Lender shall promptly notify the Administrative Agent, who shall promptly notify each Lender, thereof, which notice shall specify the amount of such Lender’s respective participation in such Letter of Credit pursuant to Subsection 3.4. If the applicable Issuing Lender is not the same person as the Administrative Agent, on the first Business Day of each calendar month, such Issuing Lender shall provide to the Administrative Agent a report listing all outstanding Letters of Credit and the amounts thereof and the Administrative Agent shall promptly notify provide such report to each Lender. (b) The making of each request for a Letter of Credit by the Borrower Representative shall be deemed to be a representation and warranty by the Borrower Representative that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Subsection 3. 1. Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit andwould violate Subsection 3.1, upon request by any Lender, furnish to then such Issuing Lender a copy of such may issue the requested Letter of Credit and for the amount account of the applicable Borrower or Subsidiary in accordance with such Issuing Lender’s participation thereinusual and customary practices. (c) No Issuing Lender shall be under any obligation to issue any Letter of Credit if

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and its address for notices specified herein or otherwise on file with the Administrative Agent (with a copy to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit ) an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, Unless the applicable Issuing Lender shall process such has received written notice from any Lender or the Administrative Agent at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit Application that the conditions precedent set forth in Article IVSection 4.1 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender shall, on the L/C Supporting Documentation delivered to it in connection therewith requested date, issue a Letter of Credit or enter into the applicable amendment, as the case may be, in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating thereto) by issuing the original ). The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by Borrower promptly following the applicable Issuing Lender and the Borrowerissuance thereof. The applicable Issuing Lender shall promptly furnish to the Borrower and Administrative Agent, which shall in turn promptly furnish to the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender Lenders, notice of the issuance of such each Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such (including the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of each Letter of Credit 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 the aggregate L/C Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit shall not exceed such Issuing Lender’s L/C Commitment and (iii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the aggregate Five-Year Commitments. Such Issuing Lender shall 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 of such Lender’s participation thereinthereof).

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and its address for notices specified herein or otherwise on file with the Administrative Agent (with a copy to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit ) an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and may reasonably request. Unless the Issuing Lender has received written notice from any Lender or the Administrative Agent may reasonably request (at least one Business Day prior to the “L/C Supporting Documentation”) (which information shall include requested date of issuance or amendment of the Permitted Currency in which the applicable Letter of Credit that the conditions precedent set forth in Article IV shall not then be denominated). Upon receipt of any satisfied, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit Application and the L/C Supporting Documentation, or enter into the applicable Issuing Lender shall process such Letter of Credit Application and amendment, as the L/C Supporting Documentation delivered to it in connection therewith case may be, in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other 509265-1918-Active.20125323.120125323.6 certificates, documents and other papers and information relating thereto) by issuing the original ). The Issuing Lender shall furnish a copy of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by Borrower promptly following the applicable Issuing Lender and the Borrowerissuance thereof. The applicable Issuing Lender shall promptly furnish to the Borrower and Administrative Agent, which shall in turn promptly furnish to the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender Lenders, notice of the issuance of such each Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such (including the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of each Letter of Credit 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 the L/C Commitment and (ii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the aggregate Five-Year Commitments. Such Issuing Lender shall 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 of such Lender’s participation thereinthereof).

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V5 hereof, promptly but no later than five (5) Business Days from the date of its receipt of the Application therefor, issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender and the Borrower. If requested by the Borrower, the Issuing Lender shall furnish to the Borrower a draft of any Letter of Credit prior to its issuance. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender of the issuance of such Letter of Credit and, and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation L/C Participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender issue Bank issue, amend, renew or extend a Letter of Credit by delivering to such Issuing Lender Bank at such Issuing Lender’s Lending Office and its applicable office (with a copy to the Administrative Agent at the Revolver Administrative Agent’s Office ) a Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentBank, and such other certificates, documents and other papers Letter of Credit Documents and information as such Issuing Lender and Bank or the Revolver Administrative Agent may reasonably request request, not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the “L/C Supporting Documentation”Revolver Administrative Agent and such Issuing Bank may agree in their sole discretion) prior to the proposed date of issuance, amendment, renewal or extension, as the case may be. Such notice shall specify (a) the requested date of issuance, amendment, renewal or extension (which information shall include be a Business Day), (b) the Permitted Currency in date on which the such Letter of Credit is to expire (which shall comply with Section 3.1(b)), (c) the amount of such Letter of Credit, (d) the name and address of the beneficiary thereof, (e) the purpose and nature of such Letter of Credit and (f) such other information as shall be denominated)necessary to issue, amend, renew or extend such Letter of Credit. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable Issuing Lender shall Bank shall, if in its sole discretion it elects to do so, process such Letter of Credit Application and the L/C Supporting Documentation certificates, documents and other Letter of Credit Documents and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue issue, amend, renew or extend the Letter of Credit requested thereby (but subject to the timing requirements set forth in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating theretothis Section 3.2) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable such Issuing Lender Bank and the Borrower. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Revolver Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, renewal or extension, including any Letter of Credit Documents, as the applicable Issuing Bank or the Revolver Administrative Agent may require. The applicable Issuing Lender Bank shall promptly furnish to the Borrower and the Revolver Administrative Agent a copy of such Letter of Credit and the related Letter of Credit Documents and the Revolver Administrative Agent shall promptly notify each Revolving Lender of the issuance of such Letter of Credit and, and upon request by any Revolving Lender, furnish to such Revolving Lender a copy of such Letter of Credit and the amount of such Revolving Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such the Issuing Lender at such Issuing Lender’s Lending Office and its address for notices specified herein or otherwise on file with the Administrative Agent (with a copy to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit ) an Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting Documentation, Unless the applicable Issuing Lender shall process such has received written notice from any Lender or the Administrative Agent at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit Application that the conditions precedent set forth in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender shall, on the L/C Supporting Documentation delivered to it in connection therewith requested date, issue a Letter of Credit 63 or enter into the applicable amendment, as the case may be, in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation all such other certificates, documents and other papers and information relating thereto) by issuing the original ). The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by Borrower promptly following the applicable Issuing Lender and the Borrowerissuance thereof. The applicable Issuing Lender shall promptly furnish to the Borrower and Administrative Agent, which shall in turn promptly furnish to the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Lender Lenders, notice of the issuance of such each Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such (including the amount thereof). A Letter of Credit shall be issued only to the extent (and upon issuance of each Letter of Credit 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 the aggregate L/C Commitments of all Issuing Lenders, (ii) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Lender at such time plus (y) the unreimbursed portion of any payment made by such Issuing Lender under a Letter of Credit shall not exceed such Issuing Lender’s L/C Commitment and (iii) the aggregate amount of the Five-Year Extensions of Credit shall not exceed the aggregate Five-Year Commitments. Such Issuing Lender shall 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 of such Lender’s participation thereinthereof).

Procedure for Issuance of Letters of Credit. (i) The Borrower may from time to time request during the Initial Revolving Commitment Period, but in any event no later than the 30th day prior to the Initial Revolving Maturity Date, that an Issuing Lender Bank issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office Bank and to the Administrative Agent at the Administrative Agent’s Office , at their respective addresses for notices specified herein, a Letter of Credit Application therefor, Request therefor (completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentBank), and such other certificates, documents and other papers and information Issuer Documents as such Issuing Lender and the Administrative Agent Bank may reasonably request (request. Each Letter of Credit Request shall specify the “L/C Supporting Documentation”) (which information shall include the Permitted Designated Foreign Currency in which the requested Letter of Credit shall is to be denominateddenominated (or specify that the requested Letter of Credit is to be denominated in Dollars). Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationRequest, the applicable Issuing Lender Bank shall (i) confirm with the Administrative Agent (in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not so received, such Issuing Bank shall provide the Administrative Agent with a copy thereof and (ii) process such Letter of Credit Application Request and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shalland, after approving the same and receiving confirmation from unless notified by the Administrative Agent that sufficient availability exists under or the Credit Facility for Borrower, at least one Business Day prior to the requested date of issuance or amendment of such the applicable Letter of Credit, subject to Section 3.1 and Article Vthat one or more applicable conditions contained in Subsection 6.2 shall not then be satisfied, shall promptly issue the Letter of Credit requested thereby (but in no event shall the applicable such Issuing Lender Bank be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application Request therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender Bank and the Borrower. The applicable Issuing Lender Bank shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. Promptly after the issuance or amendment of any Standby Letter of Credit, the applicable Issuing Bank shall 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 issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify the Lenders, in writing, of such issuance or amendment, and if so requested by a Lender the Administrative Agent shall provide to such Lender copies of such issuance or amendment. With regard to Commercial Letters of Credit, each Lender Issuing Bank shall on the first Business Day of each week provide the Administrative Agent, by facsimile, with a report detailing the aggregate daily outstanding Commercial Letters of Credit during the previous week. (ii) 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, Subsection 2.6(a). Unless an Issuing Bank has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable conditions specified in Subsection 6.2 have not been satisfied, or that the issuance of such Letter of Credit andwould violate Subsection 2.6(a), upon request by any Lender, furnish to then such Lender a copy of such Issuing Bank may issue the requested Letter of Credit in accordance with such Issuing Bank’s usual and the amount of such Lender’s participation thereincustomary practices.

Procedure for Issuance of Letters of Credit. The (a) Prior to (i) with respect to the Phase I Project, the Phase I Final Completion Date, and (ii) with respect to the Phase II Project, the earlier of the Phase II Final Completion Date and the Amended and Restated Disbursement Agreement Effective Date, the Borrower shall have the right pursuant to this Section 3.2(a) to request that the Issuing Lender issue a Letter of Credit to be utilized in furtherance of the payment or support of Project Costs for the Phase I Project or the Phase II Project, as the case may be. If the Borrower desires that the Issuing Lender issue such a Letter of Credit, the Borrower may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender and the Disbursement Agent, in each case in accordance with and pursuant to the terms of Section 2.3 of the Disbursement Agreement, a Notice of Advance Request in the form, at the times and as required under the Disbursement Agreement. Notwithstanding any provision of the Disbursement Agreement to the contrary, such Notice of Advance Request must be received by the Issuing Lender at least 3 Business Days (or such shorter period agreed to by the Issuing Lender’s Lending Office and ) prior to the Administrative Agent at proposed date of issuance (in addition to such other documents, certificates, documents and papers as the Administrative Agent’s Office Issuing Lender may request) and must contain all the information relevant to the proposed Letter of Credit issuance as set forth in a Letter of Credit Application therefor, completed Request. (b) The Borrower shall have the right pursuant to this Section 3.2(b) to request that the Issuing Lender issue a Letter of Credit (i) if prior to the reasonable satisfaction Amended and Restated Disbursement Agreement Effective Date, to be utilized for purposes permitted hereby other than in furtherance of the applicable payment or support for Project Costs and (ii) if on or after the Amended and Restated Disbursement Agreement Effective Date, to be utilized for general corporate purposes (including in furtherance of the payment or support for Project Costs). If the Borrower desires that the Issuing Lender issue such a Letter of Credit, the Borrower may request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender and the Administrative Agent, and at least 3 Business Days (or such shorter period agreed to by the Issuing Lender) prior to the proposed date of issuance (such proposed date to be a Business Day), a Letter of Credit Request accompanied by such other documents, certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the request. Letter of Credit shall Requests may be denominated)delivered by facsimile transmission. Upon receipt Promptly after the issuance or amendment of any a Letter of Credit Application and (in any event upon satisfaction or waiver of the L/C Supporting Documentationconditions precedent set forth in Section 5.2 or 5.3, as applicable), the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article V, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to notify the Borrower and the Administrative Agent 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 and such notice, the Administrative Agent shall promptly notify each Lender of the issuance Revolving Credit 2 Lenders in writing of such Letter of Credit and, upon request issuance or amendment and if so requested by any Lender, furnish to such Lender the Administrative Agent shall furnish such Lender with a copy of such Letter issuance or amendment. Notwithstanding the foregoing, the Issuing Lender shall not be obligated to make any Letters of Credit and available to the amount of such 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 thereinin such Letters of Credit.

Procedure for Issuance of Letters of Credit. The Borrower Domestic Borrower, on behalf of itself or the Canadian Borrower, may from time to time request that an the Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and giving written notice to the Administrative Agent and the Issuing Lender prior to 10:00 a.m. (Chicago time) at least five (5) Business Days prior to the Administrative Agent’s Office a proposed date of issuance, specifying the beneficiary, the proposed date of issuance and the expiry date of such Letter of Credit Application therefor, completed to and describing the reasonable satisfaction proposed terms of such Letter of Credit (including the Permitted Currency in which such Letter of Credit shall be denominated) and the nature of the applicable Issuing Lender and the Administrative Agenttransactions proposed to be supported thereby, together with an application/reimbursement agreement and such other certificates, documents and other papers and information as such the Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated)request. Upon receipt of any Letter of Credit Application and the L/C Supporting Documentationsuch notice, the applicable Issuing Lender shall process such Letter of Credit Application notice and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 and Article VVI, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Domestic Borrower, on behalf of itself or the Canadian Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and Domestic Borrower, on behalf of itself or the Administrative Agent Canadian Borrower, a copy of such Letter of Credit and promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender Lender, of the issuance of such Letter of Credit and, upon request by any Lender, the Issuing Lender shall furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Procedure for Issuance of Letters of Credit. The Whenever Borrower may from time to time request that an Issuing Lender issue desires the issuance of a Letter of Credit by delivering to such Issuing Lender at such Issuing Lender’s Lending Office and to the hereunder, it shall give Administrative Agent and Facing Agent at least three (3) Business Days' prior written notice (or such shorter period as may be agreed to by Borrower, Administrative Agent and Facing Agent) specifying the Administrative Agent’s Office day of issuance thereof (which day shall be a Business Day), such notice to be given prior to 12:00 P.M. (New York City time) on the date specified for the giving of such notice. Each such notice (each, a "Letter of Credit Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agent, and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent may reasonably request (the “L/C Supporting Documentation”Request") (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt in the form of any Letter Exhibit 2.9 hereto and shall specify (A) the proposed issuance date and expiration date, (B) the name(s) of Credit Application and the L/C Supporting Documentation, the applicable Issuing Lender shall process such Letter of Credit Application and the L/C Supporting Documentation delivered each obligor with respect to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject (C) Borrower as the account party, (D) the name and address of the beneficiary (which Person shall be reasonably acceptable to Section 3.1 and Article VFacing Agent), promptly issue (E) the Stated Amount of such proposed Letter of Credit requested thereby and (but in no event shall F) the applicable Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy purpose of such Letter of Credit and such other information as Facing Agent may reasonably request (which shall be acceptable to Administrative Agent and Facing Agent). In addition, each Letter of Credit Request shall contain a description of the terms and conditions to be included in such proposed Letter of Credit (all of which terms and conditions shall be acceptable to Facing Agent). Each Letter of Credit Request may be delivered to Administrative Agent and Facing Agent by telecopy and Administrative Agent and Facing Agent shall be entitled to rely on such telecopy without the need of obtaining an original thereof. Promptly after the issuance or amendment of a Standby Letter of Credit, Facing Agent shall notify Administrative Agent and Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, Administrative Agent shall promptly notify each Lender in writing, of such issuance or amendment and if requested to do so by a Lender Administrative Agent shall furnish such Lender with a copy of such issuance or amendment. With regards to Commercial Letters of Credit, Facing Agent shall, on the first Business Day of each week, provide Administrative Agent, by telecopy with a report detailing the daily aggregated outstanding Commercial Letters of Credit for the prior week. Unless otherwise specified, all Letters of Credit will be governed by the Uniform Customs and Practice for Documentary Credits as in effect on the date of issuance of such Letter of Credit and, upon request by any Lender, furnish to such Lender a copy of such Credit. Each Letter of Credit shall include any other documents as Facing Agent customarily requires in connection therewith. On the Business Day specified by Borrower and upon fulfillment or waiver of the amount applicable conditions set forth in Article V, Facing Agent will issue the requested Letter of such Lender’s participation thereinCredit to the applicable beneficiary.

Procedure for Issuance of Letters of Credit. (a) The Borrower may from time to time request that an Issuing Lender a Fronting Bank issue a Letter of Credit by delivering to such Issuing Lender Fronting Bank, at such Issuing Lender’s Lending Office and its address for notices referred to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit in Section 9.1, an Application therefor, completed to the reasonable satisfaction of the applicable Issuing Lender and the Administrative Agentsuch Fronting Bank (which completion may occur by means of any electronic system operated by such Fronting Bank), and such other certificates, documents and other papers and information as such Issuing Lender and the Administrative Agent Fronting Bank may reasonably request (the “L/C Supporting Documentation”) (which information shall include the Permitted Currency in which the request. Each Application for a Documentary Letter of Credit shall specify the documents, certificates and any other items required to be denominated)presented as a condition for acceptance of a draft drawn on, or other payment request made with respect to, the Documentary Letter of Credit Fronting Bank pursuant to such Documentary Letter of Credit. Upon receipt of any Letter of Credit Application, the relevant Fronting Bank will process such Application and the L/C Supporting Documentationcertificates, the applicable Issuing Lender shall process such Letter of Credit Application documents and the L/C Supporting Documentation other papers and information delivered to it in connection therewith in accordance with its customary procedures procedures, subject to the terms and conditions hereof, and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 the terms and Article Vconditions hereof, promptly issue the Letter of Credit requested thereby (but in no event shall the applicable Issuing Lender a Fronting Bank (unless it otherwise agrees) be required to issue any Letter of Credit earlier than three (3) two Domestic Business Days after its receipt of the Letter of Credit Application therefor and the L/C Supporting Documentation 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 by the applicable Issuing Lender such Fronting Bank and the Borrower. The applicable Issuing Lender Such Fronting Bank shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and to the Administrative Agent shall Borrower promptly notify each Lender of following the issuance thereof. Each Fronting Bank will periodically (but in any event on the last Business Day of such each month) report to the Agent regarding Letter of Credit andissuance activity, upon request by and the Agent will periodically (but in any Lender, furnish event on the last Business Day of each month) report to such Lender a copy of such the Lenders regarding Letter of Credit and issuance activity. Unless the amount Documentary Letter of Credit Fronting Bank shall have received written notice from the Agent at least one Business Day prior to the date with respect to which the Borrower has requested issuance of a Documentary Letter of Credit that not all of the conditions to issuance of Documentary Letters of Credit have been satisfied, the Documentary Letter of Credit Fronting Bank may assume that all such Lender’s participation thereinconditions have been satisfied. (b) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control.

Procedure for Issuance of Letters of Credit. The Borrower may from time to time request that an any Issuing Lender issue a Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) by delivering to such Issuing Lender at any address mutually acceptable to the Borrower and such Issuing Lender’s Lending Office and to the Administrative Agent at the Administrative Agent’s Office a Letter of Credit Lender an L/C Application therefor, completed to the reasonable satisfaction of the applicable such Issuing Lender and the Administrative AgentLender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request. The L/C Application will contain a representation and warranty that the conditions specified in Section 5.3 hereof have been satisfied or waived in writing by the Administrative Agent may reasonably request (as of the “date of the L/C Supporting Documentation”) (which information shall include Application. The L/C Application will also state the Permitted Currency in which aggregate principal amount of all Competitive Bid Loans outstanding under the Letter of Credit shall be denominated)364 Day Facility and the Three Year Facility. Upon receipt of any Letter of Credit Application and the L/C Supporting DocumentationApplication, the applicable such Issuing Lender shall process such Letter of Credit L/C Application and the L/C Supporting Documentation certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Credit Facility for the issuance of such Letter of Credit, subject to Section 3.1 3.1, this Section 3.2 and Article VV hereof, promptly issue the Letter of Credit (or amend, extend or renew the outstanding Letter of Credit) requested thereby (but in no event shall the applicable any Issuing Lender be required to issue any Letter of Credit (or amend, extend or renew an outstanding Letter of Credit) earlier than three (3) Business Days after its receipt of the Letter of Credit L/C Application therefor and the L/C Supporting Documentation 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 by the applicable such Issuing Lender and the Borrower. The applicable Within fifteen (15) Business Days after the end of each calendar quarter, each Issuing Lender shall promptly furnish to the Borrower and (or the Administrative Agent a copy of such Letter of Credit and if the Administrative Agent agrees to undertake such action) shall promptly notify report to each Lender of the issuance of such Letter all Letters of Credit and, upon request issued by any Lender, furnish to such Lender a copy of such Letter it during the previous calendar quarter and the average daily undrawn and unexpired amounts for all Letters of Credit and the amount of for each day in such Lender’s participation thereincalendar quarter.