Common use of Procedures for Issuance and Amendment of Letters of Credit Clause in Contracts

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by the Borrower. The Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. at least five Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicable. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. (iii) 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, the Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the Issuing Lender Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the Borrower. The system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Lender Letter of Credit Issuer and the Administrative Agent not later than 9:00 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing LenderLetter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing Lender Letter of Credit Issuer: (1) the Letter of Credit to be amended, ; (2) the proposed date of amendment thereof (which shall be a Business Day), ; (3) the nature of the proposed amendment amendment; and (4) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to the Letter of Credit Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit. (ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Application, the Issuing Lender Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Request for Credit Application Extension from the a Borrower Party and, if not, the Issuing Lender Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by The Letter of Credit Issuer shall also promptly notify each Funding Agent (which in turn shall promptly notify each Committed Lender in its Lender Group) of the Issuing Lender Request for Credit Extension and the terms thereof. Unless the Letter of confirmation Credit Issuer has received written notice from the any Committed Lender, Administrative Agent that or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofSection 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderLetter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the satisfaction of Administrative Agent and Letter of Credit Issuer, in their respective sole discretion. (iii) If a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit Issuer may, in its sole and reasonable 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 Letter of Credit Issuer 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 Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer 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 Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Collateralization Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer 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 clause (ii) or (iii) of Section 2.8(a) or otherwise); or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.2 and, if applicable, Section 7.3, is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension (iv) 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, the Issuing Lender Letter of Credit Issuer will also deliver to the applicable Borrower Party and the Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Authorized Officer of the Borrower. The Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 11:00 a.m. at least five two Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicable. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount and currency thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. (iii) 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, the Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the Issuing Lender Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the Borrower. The system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means reasonably acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Lender Letter of Credit Issuer and the Administrative Agent not later than 9:00 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing LenderLetter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing Lender Letter of Credit Issuer: (1) the Letter of Credit to be amended, ; (2) the proposed date of amendment thereof (which shall be a Business Day), ; (3) the nature of the proposed amendment amendment; and (4) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to the Letter of Credit Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit. (ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Application, the Issuing Lender Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Request for Credit Application Extension from the a Borrower Party and, if not, the Issuing Lender Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by The Letter of Credit Issuer shall also promptly notify each Funding Agent (which in turn shall promptly notify each Committed Lender in its Lender Group) of the Issuing Lender Request for Credit Extension and the terms thereof. Unless the Letter of confirmation Credit Issuer has received written notice from the any Committed Lender, Administrative Agent that or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofSection 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderLetter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the reasonable satisfaction of Administrative Agent and Letter of Credit Issuer. (iii) If a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit Issuer may, in its sole and reasonable 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 Letter of Credit Issuer to prevent any such extension at least once in each twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving at least five (5) days’ prior notice to the beneficiary thereof and the Borrower (the “Non-Extension Notice Date”) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer 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 Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Collateralization Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer 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 clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.02 and, if applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension (iv) 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, the Issuing Lender Letter of Credit Issuer will also deliver to the applicable Borrower Party and the Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower delivered by delivering a duly completed Request to the Issuing Lender Bank (with a copy to the Administrative Facility Agent). (b) in the form of Each Request for a Letter of Credit Application, appropriately completed and signed by the Borrower. The or an amendment to a Letter of Credit Application must be received by the Issuing Lender Bank and the Administrative Facility Agent not later than 9:00 a.m. 1.00 p.m., at least five Business Days (or such later date and time as the Issuing Lender Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date Utilisation Date or date of amendment, as applicable. the case may be. (c) In the case of a request Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Lender: Bank: (Ai) the proposed issuance date Utilisation Date of the requested Letter of Credit (which shall be a Business Day), ; (Bii) the amount thereof, thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (Ciii) the expiry Expiry Date thereof which must be a date thereof, falling no later than 12 months after the Utilisation Date of that Letter of Credit; (Div) the xxxx of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof, ; (Evii) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (Fviii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and thereunder; and (Gix) such other matters as the Issuing Lender Bank may reasonably require. . (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a request Request for an amendment of any outstanding to a Letter of Credit, such Letter of Credit Application Request shall specify in form and detail satisfactory to the Issuing Lender Bank: (1i) the Letter of Credit to be amended, ; (2ii) the proposed date of amendment thereof (which shall be a Business Day), ; (3iii) the nature of the proposed amendment and amendment; and (4iv) such other matters as the Issuing Lender Bank may reasonably require. (iif) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit Applicationor an amendment to a Letter of Credit, the Issuing Lender Bank will confirm with the Administrative Facility Agent (by telephone or in writing) that the Administrative Facility Agent has received a copy of such Letter of Credit Application Request from the relevant Borrower and, if not, the Issuing Lender Bank will provide the Administrative Facility Agent with a copy thereof. . (h) Upon receipt by the Issuing Lender Bank of confirmation from the Administrative Facility Agent that the requested issuance Request for a Letter of Credit or amendment to a Letter of Credit is permitted in accordance with the terms hereofof this Agreement, then, subject to the terms and conditions hereofof this Agreement, the Issuing Lender Bank shall, on the requested dateUtilisation Date, issue a Letter of Credit for the account of the relevant Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderBank’s usual and customary business practices. (iiii) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (j) 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, the Issuing Lender Bank will also deliver to the relevant Borrower and the Administrative Facility Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower or any Co-Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Official of Borrower or the relevant Co-Borrower. The Each Letter of Credit Application submitted by Borrower (or any Co-Borrower) shall be deemed to be a representation and warranty that the conditions specified in Section 8.2 have been satisfied on and as of the date of the issuance of the Letter of Credit requested thereby. Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. 1:00 p.m., Las Vegas time, at least five three Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount and currency thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1W) the Letter of Credit to be amended, ; (2X) the proposed date of amendment thereof (which shall be a Business Day), ; (3Y) the nature of the proposed amendment amendment; and (4Z) such other matters as the Issuing Lender may require. Additionally, Borrower (or the applicable Co-Borrower) shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Issuing Lender or the Administrative Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Borrower or the relevant Co-Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of Borrower or the relevant Co-Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Class A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a risk participation in such Letter of Credit in an amount equal to (a) the amount of such Letter of Credit times (b) that Lender’s Class A Percentage. (iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank Lender with respect thereto or to the beneficiary thereof, the Issuing Lender will also deliver to Borrower or the relevant Co-Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender L/C Issuer (with a copy to the Administrative Agent) in the form attached hereto as Exhibit C (a “Request for Letter of Credit”) (with blanks appropriately completed in conformity herewith), together with a Letter of Credit Application, appropriately completed and signed by the a Responsible Officer of Borrower. The Such Request for Letter of Credit and Letter of Credit Application must be received by the Issuing Lender L/C Issuer and the Administrative Agent not later than 9:00 a.m. 1:00 p.m. at least five two (2) Business Days (or such later date and time as Administrative Agent and the Issuing Lender L/C Issuer may agree in a particular instance in its their sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Request for Letter of Credit and Letter of Credit Application shall specify in form and detail satisfactory to the Issuing LenderL/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as the Issuing Lender L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Request for Letter of Credit and Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender L/C Issuer (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment amendment; and (4D) such other matters as the Issuing Lender L/C Issuer may reasonably require. Additionally, Borrower shall furnish to the L/C Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or Administrative Agent may require. (ii) Promptly after receipt of any Request for Letter of Credit and Letter of Credit Application, the Issuing Lender L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Request for Letter of Credit and Letter of Credit Application from the Borrower and, if not, the Issuing Lender L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by Unless the Issuing Lender of confirmation L/C Issuer has received written notice from the any Lender, Administrative Agent that or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofArticle V shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderL/C Issuer’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 L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. (iii) 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, the Issuing Lender L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) Agent in the form of a Letter of Credit Application, appropriately completed and signed by the a Responsible Officer of Borrower. The Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. 11:00 a.m., New York time, at least five Business Days (or such later date and time as the Issuing Lender Agent may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicable. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably requirebe. (ii) Promptly after receipt of any Letter of Credit Application, Application by Agent at the Issuing Lender will confirm with the Administrative Agent (by telephone or address set forth in writing) that the Administrative Agent has received a copy of such Schedule 10.02 for receiving Letter of Credit Application from the Borrower andApplications and related correspondence, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender Agent shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderAgent’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 Agent a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. (iii) 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, the Issuing Lender Agent will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the Issuing Lender Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the Borrower. The system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Lender Letter of Credit Issuer and the Administrative Agent not later than 9:00 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing LenderLetter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing Lender Letter of Credit Issuer: (1) the Letter of Credit to be amended, ; (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. (iii) 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, the Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.;

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the LC Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit LC Application, appropriately completed and signed by a Senior Officer of the Borrower. The Letter of Credit Such LC Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the LC Issuing Lender, by personal delivery or by any other means acceptable to the LC Issuing Lender. Such LC Application must be received by the LC Issuing Lender and the Administrative Agent not later than 9:00 11:00 a.m. at least five two Business Days (or such later date and time as the Administrative Agent and the LC Issuing Lender may agree in a particular instance in its their sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit LC Application shall specify specify, in form and detail a manner satisfactory to the LC Issuing Lender: , the details required by the LC Issuing Lender, including (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (G) such other matters as the Issuing Lender may reasonably requirepurpose and nature of the requested Letter of Credit. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit LC Application shall specify 90731114_8 specify, in form and detail a manner satisfactory to the LC Issuing Lender Lender, the details required by the LC Issuing Lender, including (1A) the Letter of Credit to be amended, (2B) the proposed date of amendment thereof (which shall be a Business Day), ) and (3C) the nature of the proposed amendment amendment. Additionally, the Borrower shall furnish to the LC Issuing Lender and (4) the Administrative Agent such other matters documents and information pertaining to such requested Letter of Credit issuance or amendment, including any LC Issuer Documents, as the LC Issuing Lender or the Administrative Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit LC Application, the LC Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit LC Application from the Borrower and, if not, the LC Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by Unless the LC Issuing Lender of confirmation has received written notice from any Revolving Credit Lender, the Administrative Agent that or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofArticle IV shall not then be satisfied, then, subject to the terms and conditions hereof, the LC Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower any Loan Party or enter into the applicable amendment, as the case may be, in each case in accordance with the LC Issuing Lender’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit. (iii) 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, the LC Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Borrowers delivered to the Issuing Lender (with a copy to the Administrative Agent) L/C Issuer in the form of a Letter of Credit Application, appropriately completed and signed by the Borrowera Responsible Officer of Borrowers. The Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent L/C Issuer not later than 9:00 a.m. 11:00 a.m., Central Time, at least five two Business Days (or such later date and time as the Issuing Lender L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicable. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably requirebe. (ii) Promptly after receipt of any Letter of Credit Application, Application by L/C Issuer at the Issuing Lender will confirm with the Administrative Agent (by telephone or address set out in writing) that the Administrative Agent has received a copy of such Schedule 10.02 for receiving Letter of Credit Application from the Borrower andApplications and related correspondence, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderL/C Issuer’s usual and customary business practices. (iii) 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, the Issuing Lender L/C Issuer will also deliver to the Borrower and the Administrative Agent Borrowers a true and complete copy of such Letter of Credit or amendment. (iv) If Borrowers so request in any applicable Letter of Credit Application, L/C Issuer may, in it 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 L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to Borrowers and the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided that such Nonrenewal Notice Date shall not be later than the date thirty (30) days prior to the current expiration date of such Auto-Renewal Letter of Credit unless an Event of Default has occurred and is continuing, in which event such notice may be provided at any time. Unless otherwise directed by L/C Issuer, Borrowers shall not be required to 1335940v11 make a specific request to L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, L/C Issuer shall be deemed to have authorized (but may not require) the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date or the Tranche B Letter of Credit Expiration Date, as applicable. Notwithstanding anything to the contrary contained herein, L/C Issuer shall have no obligation to permit the renewal of any Auto-Renewal Letter of Credit at any time.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. The Such Letter of Credit Application must be received by the Issuing Lender L/C Issuer and the Administrative Agent (A) not later than 9:00 a.m. 1:00 p.m. at least five three (3) Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, of any Letter of Credit denominated in Dollars, and (B) not later than 1:00 p.m. at least ten (10) Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in a Foreign Currency; or in each case such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing LenderL/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, and currency thereof and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Lender L/C Issuer (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment amendment; and (4D) such other matters as the Issuing Lender L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s L/C Issuer's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Pro Rata Share times the amount of such Letter of Credit. (iii) 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, the Issuing Lender L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (iv) The L/C Issuer shall be under no obligation to issue or amend any Letter of Credit if the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender LC Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit printed LC Application, appropriately completed and signed by the Borrowera Responsible Officer of Borrower or an electronic LC Application initiated by Borrower pursuant to LC Issuer’s online electronic letter of credit application/request system. The Letter of Credit Such LC Application must be received by the Issuing Lender LC Issuer and the Administrative Agent not later than 9:00 11:00 a.m. (New York, New York time) at least five two Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, of any Letter of Credit; or such later date and time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit LC Application shall specify in form and detail satisfactory to the Issuing LenderLC Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; (G) any modification in respect of Rule 3.14 of the ISP, and (GH) such other matters as the Issuing Lender LC Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit LC Application shall specify in form and detail satisfactory to the Issuing Lender LC Issuer (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment (including any modification in respect of Rule 3.14 of the ISP); and (4D) such other matters as the Issuing Lender LC Issuer may reasonably require. Additionally, Borrower shall furnish to LC Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as LC Issuer or Administrative Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit LC Application, the Issuing Lender LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit LC Application from the Borrower and, if not, the Issuing Lender LC Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation Unless LC Issuer has received written notice from the Administrative Agent that (who hereby agrees to provide contemporaneous notice to Borrower) or Borrower, at least one Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with Article IV shall not then be satisfied, specifying in reasonable detail the terms hereofrelevant condition or conditions not then satisfied, and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of issuance or amendment, then, subject to the terms and conditions hereof, the Issuing Lender LC Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderLC Issuer’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 such LC Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Percentage Share, as applicable, times the amount of such Letter of Credit. (iii) 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, the Issuing Lender LC Issuer will also deliver to the appropriate Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender LC Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a duly authorized executive officer of the Borrower. The Such Letter of Credit Application must be received by the Issuing Lender LC Issuer and the Administrative Agent not later than 9:00 a.m. 11:00 a.m., Cleveland, Ohio time, at least five Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing LenderLC Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as the Issuing Lender LC Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender LC Issuer (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment amendment; and (4D) such other matters as the Issuing Lender LC Issuer may reasonably require. Additionally, the Borrower shall furnish to LC Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the LC Issuer or the Administrative Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender LC Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by Unless the Issuing Lender of confirmation LC Issuer has received written notice from any Lender, the Administrative Agent that or the Borrower, at least one Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofArticle 4 shall not be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender LC Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderLC Issuer’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 LC Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Revolving Percentage times the amount of such Letter of Credit. (iii) 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, the Issuing Lender LC Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. On a monthly basis, each LC Issuer shall deliver to the Administrative Agent a complete list of all outstanding Letters of Credit issued by the LC Issuer as provided in Section 2.24(j).

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter The Borrower shall notify the Issuing Bank of any Letters of Credit shall to be issued or amended, as the case may be, upon by the request of the Borrower delivered delivery to the Issuing Lender Bank (with a copy to the Administrative Agent) of a written request (which may be delivered by telecopier or electronic transmission), substantially in the form of Exhibit C, or such other form as may be approved by the Issuing Bank, for the issuance of a Letter of Credit Applicationin the form attached as Exhibit B, appropriately completed or such other form as may be reasonably acceptable to the Issuing Bank and the Borrower (each, a “Request for Issuance”), signed by an Authorized Officer of the BorrowerApplicant(s). The Letter of Credit Application Such Request for Issuance must be received delivered by the Borrower to the Issuing Lender Bank and the Administrative Agent not reasonably in advance of the requested Issuance Date and in no event later than 9:00 a.m. at least five 12:00 noon (New York time) on the second Business Days Day prior to the applicable Issuance Date (or such later date and shorter time as the Issuing Lender Bank may agree in a particular instance in its sole discretion) ). In the case of the initial Letter of Credit to be issued, the Borrower may submit the Request for Issuance up to two Business Days prior to the proposed issuance Effective Date as if this Agreement had been effective on the date or date of amendment, as applicablethe Borrower submitted such Request for Issuance. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application Request for Issuance shall specify specify, in form and detail reasonably satisfactory to the Issuing LenderBank: (A1) the proposed issuance date Issuance Date of the requested Letter of Credit; (2) the face amount thereof; (3) the expiration date of such Letter of Credit (which shall be a Business Daynot exceed the expiration date contemplated in Section 2.01(a)(iii)(4), ; (B4) the amount thereofdocuments, (C) the expiry date thereofif any, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary the Beneficiary in case of any drawing thereunder, ; (F5) the full text of any certificate to be presented by such beneficiary the Beneficiary in case of any drawing thereunder thereunder; and (G6) such other matters as the Issuing Lender Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application Request for Issuance shall specify or include, in form and detail reasonably satisfactory to the Issuing Lender Bank: (1w) the Letter of Credit to be amended, ; (2) the proposed date of amendment thereof (which shall be a Business Day), (3x) the nature of the proposed amendment; (y) the proposed Business Day on which such amendment would be effected, and (4z) such other matters as the Issuing Lender Bank may reasonably require. Additionally, the Applicant shall furnish to the Issuing Bank such other documents and information pertaining to such requested Letter of Credit issuance or amendment as the Issuing Bank may reasonably require. (ii) Promptly after receipt of any Letter of Credit ApplicationRequest for Issuance, the Issuing Lender Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application Request for Issuance from the Borrower and, if not, the Issuing Lender Bank will provide the Administrative Agent with a copy thereof. Upon receipt by Unless the Issuing Bank has received written notice from any Lender of confirmation from or the Administrative Agent that Agent, no later than 3:00 p.m. (New York time) one Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofArticle IV have not then been satisfied, then, subject to the terms and conditions hereofhereof and of the other Loan Documents, the Issuing Lender Bank shall, on the requested date, issue a the applicable Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderBank’s usual and customary business practices. (iii) 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 thereofBeneficiary, the Issuing Lender Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. Auto-Extension Letters of Credit. (i) Each Subject to Section 3.2(a), each Letter of Credit shall be issued or amended, as the case may be, upon the request of the US Borrower or Canada Borrower and delivered to the applicable LC Issuing Lender Bank (with a copy to the Administrative Agent) in the form of a Notice of LC Activity and Certificate and Letter of Credit Application, appropriately completed and signed by an Authorized Representative of US Borrower or Canada Borrower (as applicant for such Letter of Credit, as applicable); provided, however, that amendments not expressly contemplated by such Notice of LC Activity and Certificate shall be as reasonably agreed and coordinated by the BorrowerLC Issuing Bank and the US Borrower or Canada Borrower (as applicable). The Such Notice of LC Activity and Certificate and Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable LC Issuing Bank, by personal delivery or by any other means acceptable to such LC Issuing Bank. Such Notice of LC Activity and Certificate and Letter of Credit Application must be received by the applicable LC Issuing Lender Bank and the Administrative Agent not later than 9:00 a.m. 1:00 p.m. (New York City time) at least five three (3) Business Days (or such later date and time as the Administrative Agent, such LC Issuing Lender Bank and US Borrower or Canada Borrower may agree in a particular instance in its sole their reasonable discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable LC Issuing LenderBank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, and currency thereof (Dollars or Canadian Dollars); (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as the such LC Issuing Lender Bank may reasonably requirerequire in accordance with its customary practice, as applied to similarly-situated customers. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable LC Issuing Lender Bank (1) the Letter of Credit to be amended, ; (2) the proposed date of amendment thereof (which shall be a Business Day), ; (3) the nature of the proposed amendment (including, in the case of an extension of such Letter of Credit, the extended expiry date, which shall be subject to Section 2.3(a)(ii)); and (4) such other matters as the such LC Issuing Lender Bank may reasonably requirerequire in accordance with its customary practice, as applied to similarly-situated customers. Additionally, US Borrower or Canada Borrower (as applicable) shall furnish to the applicable LC Issuing Bank (with a copy to the Administrative Agent) such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any LC Issuer Documents, as such LC Issuing Bank may reasonably require in accordance with its customary practice, as applied to similarly-situated customers. (ii) Promptly after receipt of any Notice of LC Activity and Certificate and Letter of Credit Application, the applicable LC Issuing Lender Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Notice of LC Activity and Certificate and Letter of Credit Application from the US Borrower or Canada Borrower (as applicable) and, if not, the applicable LC Issuing Lender Bank will provide the Administrative Agent with a copy thereof. Upon receipt by Unless the applicable LC Issuing Lender of confirmation Bank has received written notice from the any Lender, Administrative Agent that or any Credit Party, at least one (1) Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofSection 3.2 shall not then be satisfied, then, subject to the terms and conditions hereof, the such LC Issuing Lender Bank shall, on the requested date, issue a Letter of Credit for the account of the US Borrower or Canada Borrower or their respective Affiliates (as applicable) or enter into the applicable amendment, as the case may be, in each case in accordance with the such LC Issuing LenderBank’s usual and customary business practicespractices and, if requested, its standard Letter of Credit Application. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such LC Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Pro Rata Share of the Revolving Commitments times the amount of such Letter of Credit. (iii) If US Borrower or Canada Borrower so requests in any applicable Notice of LC Activity and Certificate or Letter of Credit Application, the applicable LC Issuing Bank 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 such LC Issuing Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior written notice to the beneficiary thereof at least sixty (60) days prior to the then scheduled expiry thereof (the “Non-Extension Notice Date”). US Borrower or Canada Borrower shall not be required to make a specific request to such LC Issuing Bank 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) such LC Issuing Bank to permit the extension of such Letter of Credit at any time prior to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such LC Issuing Bank shall not permit any such extension if (A) such LC Issuing Bank 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 Section 2.3(a)(ii) or (iii), Section 3.2 (other than Section 3.2(a)(i) and (v)) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from Administrative Agent, any Lender or US Borrower or Canada Borrower (as applicable) that one or more of the conditions specified in Section 3.2 (other than Section 3.2(a)(i) and (v)), the satisfaction of which would be required to issue such Letter of Credit in its revised form (as extended), is not then satisfied, and in each such case directing such LC Issuing Bank not to permit such extension; provided further that, the beneficiary of any such Letter of Credit shall be permitted to draw upon such Letter of Credit at any time prior to its scheduled expiry date. (iv) 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, the applicable LC Issuing Lender Bank will also deliver to the US Borrower or Canada Borrower (as applicable) and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (v) The Existing Letters of Credit shall remain in place as if issued under this Section 2.3(b) on the Closing Date and shall constitute Letters of Credit under this Agreement for all purposes, including determining usage of the Revolving Commitment, accrual and payment of fees in respect of such Letters of Credit, the obligations of the applicable Borrower to reimburse each LC Issuing Bank for any drawings under Existing Letters of Credit, the deemed borrowing of any Revolving Loans in respect of any Unreimbursed Amounts, and otherwise.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower or any Co-Borrower delivered to the relevant Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Official of Borrower or the relevant Co-Borrower. The Each Letter of Credit Application submitted by Borrower (or any Co-Borrower) shall be deemed to be a representation and warranty that the conditions specified in Section 8.3 have been satisfied on and as of the date of the issuance of the Letter of Credit requested thereby. Such Letter of Credit Application must be received by the relevant Issuing Lender and the Administrative Agent not later than 9:00 a.m. 1:00 p.m., Las Vegas time, at least five three Business Days (or such later date and time as the relevant Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the relevant Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount and currency thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary W02-WEST:LAR\400019853.8 in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the relevant Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the relevant Issuing Lender (1W) the Letter of Credit to be amended, ; (2X) the proposed date of amendment thereof (which shall be a Business Day), ; (3Y) the nature of the proposed amendment amendment; and (4Z) such other matters as the relevant Issuing Lender may require. Additionally, Borrower (or the applicable Co-Borrower) shall furnish to the relevant Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the relevant Issuing Lender or the Administrative Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the relevant Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Borrower or the relevant Co-Borrower and, if not, the relevant Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the relevant Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of Borrower or the relevant Co-Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the relevant Issuing Lender’s '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 relevant Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Pro Rata Share of the Revolving Commitment times the amount of such Letter of Credit. (iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank Lender with respect thereto or to the beneficiary thereof, the relevant Issuing Lender will also deliver to Borrower or the relevant Co-Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower any Borrower, delivered to the Issuing Lender LC Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by the a Responsible Officer of such Borrower. The Such Letter of Credit Application must be received by the Issuing Lender LC Issuer and the Administrative Agent not later than 9:00 10:00 a.m. at least five three Business Days (or such later date and time as the Issuing Lender Administrative Agent and the LC Issuer may agree in a particular instance in its sole discretiontheir Sole Discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing LenderLC Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, (E) ; the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; (G) the purpose and nature of the requested Letter of Credit; and (GH) such other matters as the Issuing Lender LC Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender LC Issuer (1) the Letter of Credit to be amended, ; (2) the proposed date of amendment thereof (which shall be a Business Day), ; (3) the nature of the proposed amendment amendment; and (4) such other matters as the Issuing Lender LC Issuer may reasonably require. Additionally, each Borrower shall furnish to the LC Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the LC Issuer or the Administrative Agent may require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the Issuing Lender LC Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by Unless the Issuing Lender of confirmation LC Issuer has received written notice from any Lender, the Administrative Agent that or any Borrower, at least one Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofArticle IV shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender LC Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s LC Issuer'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 LC Issuer a risk Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 45 42575.100083 EMF_US 48981686v14 participation in such Letter of Credit in an amount equal to the product of such Lender's Pro Rata Share times the amount of such Letter of Credit. (iii) 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, the Issuing Lender LC Issuer will also deliver to the Borrower Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the Issuing Lender Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the Borrower. The system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means reasonably acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Lender Letter of Credit Issuer and the Administrative Agent not later than 9:00 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing LenderLetter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing Lender Letter of Credit Issuer: (1) the Letter of Credit to be amended, ; (2) the proposed date of amendment thereof (which shall be a Business Day), ; (3) the nature of the proposed amendment amendment; and (4) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to the Letter of Credit Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit. (ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Application, the Issuing Lender Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Request for Credit Application Extension from the a Borrower Party and, if not, the Issuing Lender Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by The Letter of Credit Issuer shall also promptly notify each Funding Agent (which in turn shall promptly notify each Committed Lender in its Lender Group) of the Issuing Lender Request for Credit Extension and the terms thereof. Unless the Letter of confirmation Credit Issuer has received written notice from the any Committed Lender, Administrative Agent that or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one (1) or more applicable conditions contained in accordance with the terms hereofSection 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderLetter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the reasonable satisfaction of Administrative Agent and Letter of Credit Issuer. (iii) If a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit Issuer may, in its sole and reasonable 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 Letter of Credit Issuer to prevent any such extension at least once in each twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving at least five (5) days’ prior notice to the beneficiary thereof and the Borrower (the “Non-Extension Notice Date”) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer 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 Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Collateralization Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer 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 clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one (1) or more of the applicable conditions specified in Section 7.02 and, if applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension (iv) 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, the Issuing Lender Letter of Credit Issuer will also deliver to the applicable Borrower Party and the Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each US Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower US Borrowers delivered to the applicable US Issuing Lender Bank (with a copy to the Administrative Primary US Agent) in the form of a Letter of Credit Application, appropriately completed and signed by the Borrowera Responsible Officer of each Borrower or Subsidiary for whose account such US Letter of Credit is to be issued. The Such Letter of Credit Application must be received by the applicable US Issuing Lender Bank and the Administrative Primary US Agent not later than 9:00 a.m. 12:00 noon at least five two Business Days (or such later date and time as the such US Issuing Lender Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a US Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable US Issuing LenderBank: (A) the proposed issuance date of the requested US Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the such US Issuing Lender Bank may reasonably require. In the case of a request for an amendment of any outstanding US Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable US Issuing Lender Bank (1A) the US Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment amendment; and (4D) such other matters as the such US Issuing Lender Bank may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the applicable US Issuing Lender Bank will confirm with the Administrative Primary US Agent (by telephone or in writing) that the Administrative Primary US Agent has received a copy of such Letter of Credit Application from the Borrower US Borrowers and, if not, the such US Issuing Lender Bank will provide the Administrative Primary US Agent with a copy thereof. Upon receipt by the such US Issuing Lender Bank of confirmation from the Administrative Primary US Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the such US Issuing Lender Bank shall, on the requested date, issue a US Letter of Credit for the account of the applicable Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the such US Issuing LenderBank’s usual and customary business practices. Immediately upon the issuance of each US Letter of Credit, each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such US Issuing Bank a risk participation in such US Letter of Credit in an amount equal to the product of such US Lender’s Pro Rata Share times the amount of such US Letter of Credit. (iii) Promptly after its delivery of any US Letter of Credit or any amendment to a US Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable US Issuing Lender Bank will also deliver to the Borrower US Borrowers and the Administrative Primary US Agent a true and complete copy of such US Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower Party delivered to the Issuing Lender Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to the Administrative Agent) in the form of a Letter of Request for Credit ApplicationExtension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the Borrower. The system provided by the Letter of Credit Application Issuer, by personal delivery or by any other means acceptable to the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Lender Letter of Credit Issuer and the Administrative Agent not later than 9:00 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, of any Letter of Credit (or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, such Letter of Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing LenderLetter of Credit Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of the related Request for Credit Application Extension shall specify in form and detail satisfactory to the Issuing Lender Letter of Credit Issuer: (1) the Letter of Credit to be amended, ; (2) the proposed date of amendment thereof (which shall be a Business Day), ; (3) the nature of the proposed amendment amendment; and (4) such other matters as the Issuing Lender Letter of Credit Issuer may reasonably require. Additionally, the applicable Borrower Party shall furnish to the Letter of Credit Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Letter of Credit Issuer or Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit. (ii) Promptly after receipt of any Request for Credit Extension relating to a Letter of Credit, the Letter of Credit Application, the Issuing Lender Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Request for Credit Application Extension from the a Borrower Party and, if not, the Issuing Lender Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by The Letter of Credit Issuer shall also promptly notify each Funding Agent (which in turn shall promptly notify each Committed Lender in its Lender Group) of the Issuing Lender Request for Credit Extension and the terms thereof. Unless the Letter of confirmation Credit Issuer has received written notice from the any Committed Lender, Administrative Agent that or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofArticle 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderLetter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the satisfaction of Administrative Agent and Letter of Credit Issuer, in their respective sole discretion. (iii) If a Borrower Party so requests in any applicable Request for Letter of Credit, the Letter of Credit Issuer may, in its sole and reasonable 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 Letter of Credit Issuer 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 Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer 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 Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Collateralization Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer 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 clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.02 and, if applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension (iv) 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, the Issuing Lender Letter of Credit Issuer will also deliver to the applicable Borrower Party and the Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) Agent in the form of a Letter of Credit Application, appropriately completed and signed by the a Responsible Officer of Borrower. The Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. 11:00 a.m., Central Time, at least five two Business Days (or such later date and time as the Issuing Lender Agent may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicable. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably requirebe. (ii) Promptly after receipt of any Letter of Credit Application, Application by Agent at the Issuing Lender will confirm with the Administrative Agent (by telephone or address set out in writing) that the Administrative Agent has received a copy of such Schedule 10.02 for receiving Letter of Credit Application from the Borrower andApplications and related correspondence, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender Agent shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderAgent’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 Agent a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. (iii) 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, the Issuing Lender Agent will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (iv) If Borrower so requests in any applicable Letter of Credit Application, Agent may, in it 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 Agent to prevent any such renewal 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 “Nonrenewal 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 Agent, Borrower shall not be required to make a specific request to Agent for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, Lenders shall be deemed to have authorized (but may not require) Agent to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that, Agent shall not permit any such renewal if (A) Agent has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) at least two Business Days before the Nonrenewal Notice Date (1) from the Required Lenders that they have elected not to permit such renewal or (2) from any Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied. Notwithstanding anything to the contrary contained herein, Agent shall have no obligation to permit the renewal of any Auto-Renewal Letter of Credit at any time.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by the Borrowertwo Authorized Signatories. The Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. 3:00 p.m., at least five two Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment amendment; and (4D) such other matters as the Issuing Lender may reasonably require. Additionally, the Borrower shall furnish to the Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Lender may require. (ii) Promptly after receipt of any Letter of Credit Application, Upon the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent Lender’s determination that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. (iii) 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, the Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ia) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the a Borrower delivered by delivering a duly completed Request to the Issuing Lender Bank (with a copy to the Administrative Facility Agent). (b) in the form of Each Request for a Letter of Credit Application, appropriately completed and signed by the Borrower. The or an amendment to a Letter of Credit Application must be received by the Issuing Lender Bank and the Administrative Facility Agent not later than 9:00 a.m. 1:00 p.m., at least five Business Days (or such later date and time as the Issuing Lender Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date Utilisation Date or date of amendment, as applicable. the case may be. (c) In the case of a request Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Lender: Bank: (Ai) the proposed issuance date Utilisation Date of the requested Letter of Credit (which shall be a Business Day), ; (Bii) the amount thereof, thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (Ciii) the expiry Expiry Date thereof which must be a date thereof, falling no later than 12 months after the Utilisation Date of that Letter of Credit; (Div) the xxxx of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof, ; (Evii) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (Fviii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and thereunder; and (Gix) such other matters as the Issuing Lender Bank may reasonably require. . (d) For as long as the Issuing Bank is Bank of America N.A., Hong Kong Branch or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America N.A., Hong Kong Branch to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America N.A., Hong Kong Branch (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a request Request for an amendment of any outstanding to a Letter of Credit, such Letter of Credit Application Request shall specify in form and detail satisfactory to the Issuing Lender Bank: (1i) the Letter of Credit to be amended, ; (2ii) the proposed date of amendment thereof (which shall be a Business Day), ; (3iii) the nature of the proposed amendment and amendment; and (4iv) such other matters as the Issuing Lender Bank may reasonably require. (iif) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit Applicationor an amendment to a Letter of Credit, the Issuing Lender Bank will confirm with the Administrative Facility Agent (by telephone or in writing) that the Administrative Facility Agent has received a copy of such Letter of Credit Application Request from the relevant Borrower and, if not, the Issuing Lender Bank will provide the Administrative Facility Agent with a copy thereof. . (h) Upon receipt by the Issuing Lender Bank of confirmation from the Administrative Facility Agent that the requested issuance Request for a Letter of Credit or amendment to a Letter of Credit is permitted in accordance with the terms hereofof this Agreement, then, subject to the terms and conditions hereofof this Agreement, the Issuing Lender Bank shall, on the requested dateUtilisation Date, issue a Letter of Credit for the account of the relevant Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderBank’s usual and customary business practices. (iiii) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (j) 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, the Issuing Lender Bank will also deliver to the relevant Borrower and the Administrative Facility Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. Auto-Renewal Letters of Credit. ------------------------------ (i) Each Letter of Credit shall be issued or amended, as the case may be, upon (A) the request of the Borrower delivered to the Issuing Lender Principal L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application and (B) Acceptance by any L/C Issuer other than the Principal L/C Issuer of any Letter of Credit Application, appropriately completed and signed by the Borrower. The Such Letter of Credit Application must be appropriately completed and signed by a Responsible Officer or conforming with the electronic letter of credit system of the Applicable L/C Issuer, as applicable, and must be received by the Issuing Lender Applicable L/C Issuer and the Administrative Agent not later than 9:00 a.m. (x) 12:00 noon, New York time, at least five two Business Days (or such later date and time as the Issuing Lender Applicable L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, with respect to a Letter of Credit denominated in Dollars; provided, -------- however, that if a request is received via the Applicable L/C ------- Issuer's electronic letter of credit system on any Business Day, such Letter of Credit shall be issued on or prior to 5:00 p.m., New York time, the next succeeding Business Day, and (y) 12:00 noon, London time or Tokyo time, as applicable depending on the applicable currency, at least four (4) Business Days (or at such later date and time as the Applicable L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be, with respect to a Letter of Credit denominated in an Offshore Currency. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing LenderApplicable L/C Issuer: (A) whether the Letter of Credit is being requested jointly for the account of the Borrower and a Designated Subsidiary and, if so, the name of such Designated Subsidiary, (B) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (BC) the amount thereof, currency thereof (Ceither Dollars or an Offshore Currency); (D) the expiry date thereof, ; (DE) the name and address of the beneficiary thereof, ; (EF) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (FG) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (GH) such other matters as the Issuing Lender Applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender Applicable L/C Issuer (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment amendment; and (4D) such other matters as the Issuing Lender Applicable L/C Issuer may reasonably require. (iiiii) Promptly after receipt of If the Borrower so requests in any applicable Letter of Credit Application, the Issuing Lender will confirm Applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an "Auto-Extension Letter of Credit"); provided that any such Auto-Extension Letter of Credit must permit the Applicable L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the Administrative Agent date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Nonrenewal 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 Applicable L/C Issuer, the Borrower shall not be required to make a specific request to the Applicable L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Applicable L/C Issuer 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 Applicable L/C Issuer shall not permit any such renewal if (A) the Applicable L/C Issuer would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation Nonrenewal Notice Date (1) from the Administrative Agent that the requested issuance Required Lenders have elected not to permit such renewal or amendment (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section ------- 4.02 is permitted in accordance with the terms hereof, then, subject not then satisfied. Notwithstanding anything to the terms and conditions hereof---- contrary contained herein, the Issuing Lender shall, on Applicable L/C Issuer shall have no obligation to permit the requested date, issue a extension of any Auto-Extension Letter of Credit for at any time, and in no event shall the account expiry date of any Auto-Extension Letter of Credit after any renewal as described herein occur after the Borrower or enter into Letter of Credit Expiration Date, unless all the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practicesLenders have approved such expiry date. (iiiiv) 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, the Issuing Lender Applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. The Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 11:00 a.m. at least five (5) Business Days (or such later date and time as the Agent and the Issuing Lender may agree in a particular instance in its their sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment amendment; and (4D) such other matters as the Issuing Lender may reasonably require. Additionally, the Borrower shall furnish to the Issuing Lender and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any LOC Documents, as the Issuing Lender or the Agent may require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by Unless the Issuing Lender of confirmation has received written notice from any Lender, the Administrative Agent that or any Credit Party, at least one Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofSection 5 shall not be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with the 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 Issuing Lender a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Revolving Loan Commitment Percentage times the amount of such Letter of Credit. (iii) 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, the Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower or any Co-Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Official of Borrower or the relevant Co-Borrower. The Each Letter of Credit Application submitted by Borrower (or any Co-Borrower) shall be deemed to be a representation and warranty that the conditions specified in Section 8.3 have been satisfied on and as of the date of the issuance of the Letter of Credit requested thereby. Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. 1:00 p.m., Las Vegas time, at least five three Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount and currency thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1W) the Letter of Credit to be amended, ; (2X) the proposed date of amendment thereof (which shall be a Business Day), ; (3Y) the nature of the proposed amendment amendment; and (4Z) such other matters as the Issuing Lender may require. Additionally, Borrower (or the applicable Co-Borrower) shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Issuing Lender or the Administrative Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Borrower or the relevant Co-Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of Borrower or the relevant Co-Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Class A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a risk participation in such Letter of Credit in an amount equal to (a) the amount of such Letter of Credit times (b) that Lender’s Class A Percentage. (iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank Lender with respect thereto or to the beneficiary thereof, the Issuing Lender will also deliver to Borrower or the relevant Co-Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i1) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by an Authorized Officer of the Borrower. The Such Letter of Credit Application must be received by the Issuing Lender Bank and the Administrative Agent not later than 9:00 11:00 a.m. (Pacific time) at least five two Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing LenderBank: (Ai) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (Bii) the amount thereof, ; (Ciii) the expiry date thereof, ; (Div) the name and address of the beneficiary thereof, ; (Ev) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (Fvi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (Gvii) such other matters as the Issuing Lender Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Lender Bank (1i) the Letter of Credit to be amended, ; (2ii) the proposed date of amendment thereof (which shall be a Business Day), ; (3iii) the nature of the proposed amendment amendment; and (4iv) such other matters as the Issuing Lender Bank may reasonably require. (ii2) Promptly after receipt of any Letter of Credit Application, the Issuing Lender Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender Bank will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender Bank of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s Bank'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 Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Percentage Share times the amount. (iii3) 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, the Issuing Lender Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower, which Letter of Credit Application shall specify, among other things, whether such Letter of Credit is to be denominated in Dollars, yen, pounds sterling, Australian dollars, euros or other freely transferable currencies satisfactory to each of the Revolving Credit Lenders in their sole discretion and in the absence of such specification shall be deemed to be a request for a Letter of Credit denominated in Dollars. The Such Letter of Credit Application must be received by the Issuing Lender L/C Issuer and the Administrative Agent not later than 9:00 a.m. 1:00 p.m. at least five three Business Days (or such later date and time as the Issuing Lender L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing LenderL/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; and (G) such other matters as the Issuing Lender L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Lender L/C Issuer (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment amendment; and (4D) such other matters as the Issuing Lender L/C Issuer may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Lender L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderL/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. (iii) 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, the Issuing Lender L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by the an authorized officer of Borrower. The Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. 12:00 noon at least five two Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of issuance or amendment, as applicable. In the case of a request for an initial issuance of a Letter of Credit, may be. Borrower shall furnish to Lender such Letter of Credit Application shall specify in form other documents and detail satisfactory information pertaining to the Issuing Lender: (A) the proposed issuance date of the such requested Letter of Credit (which shall be a Business Day)issuance or amendment, (B) the amount thereofincluding any Issuer Documents, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Unless Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that determined prior to the requested date of issuance or amendment is permitted (to extend the expiry date or increase the face amount) of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with the terms hereofthis Article 2A or in Article 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices. (iii) Promptly after its delivery of If Borrower so requests in any applicable Letter of Credit or any amendment Application, 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 Lender to an advising bank prevent any such extension in its sole discretion at least once in each twelve-month period (commencing with respect thereto or to the beneficiary thereof, the Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit or amendmentis issued. Unless otherwise directed by Lender, Borrower shall not be required to make a specific request to Lender for any such extension.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Borrowers delivered to the Issuing Lender (with a copy to the Administrative Agent) L/C Issuer in the form of a Letter of Credit Application, appropriately completed and signed by the Borrowera Responsible Officer of Borrowers. The Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent L/C Issuer not later than 9:00 a.m. 11:00 a.m., Central Time, at least five two Business Days (or such later date and time as the Issuing Lender L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicable. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (G) such other matters as the Issuing Lender may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment and (4) such other matters as the Issuing Lender may reasonably requirebe. (ii) Promptly after receipt of any Letter of Credit Application, Application by L/C Issuer at the Issuing Lender will confirm with the Administrative Agent (by telephone or address set out in writing) that the Administrative Agent has received a copy of such Schedule 10.02 for receiving Letter of Credit Application from the Borrower andApplications and related correspondence, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing LenderL/C Issuer’s usual and customary business practices. (iii) 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, the Issuing Lender L/C Issuer will also deliver to the Borrower and the Administrative Agent Borrowers a true and complete copy of such Letter of Credit or amendment. (iv) If Borrowers so request in any applicable Letter of Credit Application, L/C Issuer may, in it 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 L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to Borrowers and the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided that such Nonrenewal Notice Date shall not be later than the date thirty (30) days prior to the current expiration date of such Auto-Renewal Letter of Credit unless an Event of Default has occurred and is continuing, in which event such notice may be provided at any time. Unless otherwise directed by L/C Issuer, Borrowers shall not be required to make a specific request to L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, L/C Issuer shall be deemed to have authorized (but may not require) the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date. Notwithstanding anything to the contrary contained herein, L/C Issuer shall have no obligation to permit the renewal of any Auto-Renewal Letter of Credit at any time.

Procedures for Issuance and Amendment of Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the Issuing Lender LC Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit printed LC Application, appropriately completed and signed by the Borrowera Responsible Officer of Borrower or an electronic LC Application initiated by Borrower pursuant to LC Issuer's online electronic letter of credit application/request system. The Letter of Credit Such LC Application must be received by the Issuing Lender LC Issuer and the Administrative Agent not later than 9:00 11:00 a.m. (New York, New York time) at least five two Business Days (or such later date and time as the Issuing Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as applicablethe case may be, of any Letter of Credit; or such later date and time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit LC Application shall specify in form and detail satisfactory to the Issuing LenderLC Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), ; (B) the amount thereof, ; (C) the expiry date thereof, ; (D) the name and address of the beneficiary thereof, ; (E) the documents to be presented by such beneficiary in case of any drawing thereunder, ; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder thereunder; (G) any modification in respect of Rule 3.14 of the ISP, and (GH) such other matters as the Issuing Lender LC Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit LC Application shall specify in form and detail satisfactory to the Issuing Lender LC Issuer (1A) the Letter of Credit to be amended, ; (2B) the proposed date of amendment thereof (which shall be a Business Day), ; (3C) the nature of the proposed amendment (including any modification in respect of Rule 3.14 of the ISP); and (4D) such other matters as the Issuing Lender LC Issuer may reasonably require. Additionally, Borrower shall furnish to LC Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as LC Issuer or Administrative Agent may reasonably require. (ii) Promptly after receipt of any Letter of Credit LC Application, the Issuing Lender LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit LC Application from the Borrower and, if not, the Issuing Lender LC Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of confirmation Unless LC Issuer has received written notice from the Administrative Agent that (who hereby agrees to provide contemporaneous notice to Borrower) or Borrower, at least one Business Day prior to the requested date of issuance or amendment is permitted of the applicable Letter of Credit, that one or more applicable conditions contained in accordance with Article IV shall not then be satisfied, specifying in reasonable detail the terms hereofrelevant condition or conditions not then satisfied, and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of issuance or amendment, then, subject to the terms and conditions hereof, the Issuing Lender LC Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s LC Issuer'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 such LC Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Percentage Share, as applicable, times the amount of such Letter of Credit. (iii) 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, the Issuing Lender LC Issuer will also deliver to the appropriate Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.