Common use of Procedures for Issuances and Amendments of Letters of Credit Clause in Contracts

Procedures for Issuances and Amendments of Letters of Credit. Whenever Company desires that a Letter of Credit be issued, Company shall give Administrative Agent and the respective Facing Agent written notice thereof prior to 1:00 p.m. (New York City time) at least five Business Days (or such shorter period as may be acceptable to such Facing Agent) prior to the proposed date of issuance (which shall be a Business Day) which written notice shall be in the form of Exhibit 2.10(c) (each, a “Notice of Issuance”) and may be submitted via facsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email) to the respective Facing Agent (who may rely upon such facsimile or electronic image scan transmission if it were an original thereof). Each such notice shall specify (A) the proposed issuance date and expiration date, (B) the name(s) of each obligor with respect to such Letter of Credit, (C) Company as the account party, (D) the name and address of the beneficiary, (E) the Stated Amount in Dollars or the Alternative Currency of such proposed Letter of Credit and (F) the purpose of such Letter of Credit and such other information as such Facing Agent may reasonably request. In addition, each Notice of Issuance shall contain a general description of the terms and conditions to be included in such proposed Letter of Credit (all of which terms and conditions shall be acceptable to the respective Facing Agent). Unless otherwise specified, all Standby Letters of Credit will be governed by the Uniform Customs and Practices for Documentary Credit Operations (UCP 600) or International Standby Practices (ISP98) and all Bank Guarantees will be governed by the Uniform Rules for Demand Guarantees, in each case, as in effect on the date of issuance of such Letter of Credit. Each Notice of Issuance shall include any other documents as the respective Facing Agent customarily requires in connection therewith. From time to time while a Letter of Credit is outstanding and prior to the Revolver Termination Date, the applicable Facing Agent will, upon written request from Company received by the Facing Agent (with a copy sent by Company to Administrative Agent) at least three Business Days (or such shorter time as the Facing Agent and Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed promptly in an original writing (each a “Letter of Credit Amendment Request”) and shall specify in form and detail reasonably satisfactory to the Facing Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Facing Agent may require. The Facing Agent shall be under no obligation to amend any Letter of Credit if: (A) the Facing Agent would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement, or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. Each Facing Agent shall, promptly after the issuance of or amendment or modification to a Letter of Credit, give Administrative Agent and Company written notice of the issuance, amendment or modification of such Letter of Credit, accompanied by a copy of such issuance, amendment or modification. Promptly upon receipt of such notice, Administrative Agent shall give each Multicurrency Revolving Lender written notice of such issuance, amendment or modification, and if so requested by any Multicurrency Revolving Lender, Administrative Agent shall provide such Multicurrency Revolving Lender with copies of such issuance, amendment or modification.

Procedures for Issuances and Amendments of Letters of Credit. Whenever Company Company, European Holdco or any Other Subsidiary Borrower (other than a French Borrower) desires that a Letter of Credit be issued, Company shall give Administrative Agent and the respective Facing Agent written notice thereof prior to 1:00 p.m. (New York City time) at least five Business Days (or such shorter period as may be acceptable to such Facing Agent) prior to the proposed date of issuance (which shall be a Business Day) which written notice shall be in the form of Exhibit 2.10(c) (each, a “Notice of Issuance”) and may be submitted via facsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email) to the respective Facing Agent (who may rely upon such facsimile or electronic image scan transmission if it were an original thereof). Each such notice shall specify (A) the proposed issuance date and expiration date, (B) the name(s) of each obligor with respect to such Letter of Credit, (C) Company the applicable Borrower as the account party, (D) the name and address of the beneficiary, (E) the Stated Amount in Dollars or the Alternative Currency of such proposed Letter of Credit and (F) the purpose of such Letter of Credit and such other information as such Facing Agent may reasonably request. In addition, each Notice of Issuance shall contain a general description of the terms and conditions to be included in such proposed Letter of Credit (all of which terms and conditions shall be acceptable to the respective Facing Agent). Unless otherwise specified, all Standby Letters of Credit will be governed by the Uniform Customs and Practices for Documentary Credit Operations (UCP 600) or International Standby Practices (ISP98) and all Bank Guarantees will be governed by the Uniform Rules for Demand Guarantees, in each case, as in effect on the date of issuance of such Letter of Credit. Each Notice of Issuance shall include any other documents as the respective Facing Agent customarily requires in connection therewith. From time to time while a Letter of Credit is outstanding and prior to the Revolver Termination Date, the applicable Facing Agent will, upon written request from Company the applicable Borrower received by the Facing Agent (with a copy sent by Company Borrower to Administrative Agent) at least three Business Days (or such shorter time as the Facing Agent and Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed promptly in an original writing (each a “Letter of Credit Amendment Request”) and shall specify in form and detail reasonably satisfactory to the Facing Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Facing Agent may require. The Facing Agent shall be under no obligation to amend any Letter of Credit if: (A) the Facing Agent would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement, or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. Each Facing Agent shall, promptly after the issuance of or amendment or modification to a Letter of Credit, give Administrative Agent and Company the applicable Borrower written notice of the issuance, amendment or modification of such Letter of Credit, accompanied by a copy of such issuance, amendment or modification. Promptly upon receipt of such notice, Administrative Agent shall give each Multicurrency Revolving Lender written notice of such issuance, amendment or modification, and if so requested by any Multicurrency Revolving Lender, Administrative Agent shall provide such Multicurrency Revolving Lender with copies of such issuance, amendment or modification.

Procedures for Issuances and Amendments of Letters of Credit. Whenever Company or any Other Subsidiaryany Revolving Borrower desires that a Letter of Credit be issuedissued under any Revolving Facility, Company or the applicable Revolving Borrower under such Facility shall give the Administrative Agent and the respective Facing Agent written notice thereof prior to 1:00 p.m. (New York City time) at least five 5 Business Days (or such shorter period as may be acceptable to such Facing Agent) prior to the proposed date of issuance (which shall be a Business Day) which written notice shall be substantially in the form of Exhibit 2.10(c) or such other form as the respective Facing Agent may agree (each, a “Notice of Issuance”) and may be submitted via facsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email) to the respective Facing Agent (who may rely upon such facsimile or electronic image scan transmission as if it were an original thereof). Each such notice shall specify (A) the Revolving Facility under which such Letter of Credit is requested, (B) the proposed issuance date and expiration date, (BBC) the name(s) of each obligor with respect to such Letter of Credit, (CCD) Company the applicable Borrower as the account party, and any other account 135 parties consistent with the terms of the last sentence of Section 2.10(a), (DDE) the name and address of the beneficiary, (EEF) the Stated Amount in Dollars or the Alternative Currency of such proposed Letter of Credit and (FFG) the purpose of such Letter of Credit and such other information as such Facing Agent may reasonably requestCredit. In addition, each Notice of Issuance shall may contain a general description of the any specific terms and conditions to be included in such proposed Letter of Credit (all of which terms and conditions shall be acceptable to the respective Facing Agent). Unless otherwise specified, all Standby Letters of Credit will be governed by the Uniform Customs and Practices for Documentary Credit Operations (UCP 600) or International Standby Practices (ISP98) ISP and all Bank Guarantees will be governed by the Uniform Rules for Demand Guarantees, in each case, as in effect on the date of issuance of such Letter of Credit. Each Notice of Issuance shall include any other documents as the respective Facing Agent customarily requires in connection therewiththerewith to the extent notice of such other documents has been provided by the respective Facing Agent to the applicable Borrower prior to the date of such Notice of Issuance. From time to time while a Letter of Credit is outstanding and prior to the Revolver Termination DateDate for the Facility under which such Letter of Credit was issued, the applicable Facing Agent will, upon written request from Company or the applicable Borrower received by the Facing Agent (with a copy sent by Company or such Borrower to the Administrative Agent) at least three 3 Business Days (or such shorter time as the Facing Agent and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of amendment, amend amendreplacement, restatement, supplement or other modification, amend, replace, restate, supplement or otherwise modify any Letter of Credit issued by it. Each such request for amendment amendment, replacement, restatement, supplement or modification of a Letter of Credit shall be made by facsimilefacsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email), confirmed promptly in an original writing (each a “Letter of Credit Amendment Request”) and shall specify in form and detail reasonably satisfactory to the Facing Agent: (i) the Letter of Credit to be amended, replaced, restated, supplemented or otherwise modified and the Revolving Facility under which such Letter of Credit was issued; (ii) the proposed date of amendment of the the, replacement, restatement, supplement or modification of such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment, replacement, restatement, supplement or modification; and (iv) such other matters as the Facing Agent may require. The to the extent notice of such other requirement has been provided by the respective Facing Agent to the applicable Borrower prior to the date of such Letter of Credit Amendment Request (or if such notice is provided after such Letter of Credit Amendment Request is delivered, the applicable Borrower shall provide such additional information promptly thereafter and in any event prior to the date of issuance of such Letter of Credit). No Facing Agent shall be under no noany obligation to amend amend, replace, restate, supplement or otherwise modify any Letter of Credit issued by it if: (A) the thesuch Facing Agent would have no obligation at such time to issue such Letter of Credit in its amended amended, replaced, restated, supplemented or modified form under the terms of this Agreement, or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment amendment, replacement, restatement, supplement or modification to the Letter of Credit. Each Facing Agent shall, promptly after the issuance of or amendment or, replacement, restatement, supplement or other modification to a Letter of CreditCredit issued by it, give the Administrative Agent and Company the applicable Borrower written notice of the issuance, amendment orreplacement, restatement, supplement or modification of such Letter of Credit, accompanied by a copy of such issuance, amendment amendment, replacement, restatement, supplement or modification. Promptly upon receipt of such notice, the Administrative Agent shall give each Multicurrency Revolving Lender under the Revolving Facility under which such Letter of Credit was issued written notice of such issuance, amendment amendment, replacement, restatement, supplement or modification, and if so requested by any Multicurrency Revolving LenderLender under such Revolving Facility, the Administrative Agent shall provide such Multicurrency Revolving Lender with copies of such issuance, amendment amendment, replacement, restatement, supplement or modification.

Procedures for Issuances and Amendments of Letters of Credit. Whenever Company or any Other Subsidiary Borrower desires that a Letter of Credit be issued, Company shall give the Administrative Agent and the respective Facing Agent written notice thereof prior to 1:00 p.m. (New York City time) at least five 5 Business Days (or such shorter period as may be acceptable to such Facing Agent) prior to the proposed date of issuance (which shall be a Business Day) which written notice shall be substantially in the form of Exhibit 2.10(c) or such other form as the respective Facing Agent may agree (each, a “Notice of Issuance”) and may be submitted via facsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email) to the respective Facing Agent (who may rely upon such facsimile or electronic image scan transmission as if it were an original thereof). Each such notice shall specify (A) the proposed issuance date and expiration date, (B) the name(s) of each obligor with respect to such Letter of Credit, (C) Company the applicable Borrower as the account party, and any other account parties consistent with the terms of the last sentence of Section 2.10(a), (D) the name and address of the beneficiary, (E) the Stated Amount in Dollars or the Alternative Currency of such proposed Letter of Credit and (F) the purpose of such Letter of Credit and such other information as such Facing Agent may reasonably requestCredit. In addition, each Notice of Issuance shall may contain a general description of the any specific terms and conditions to be included in such proposed Letter of Credit (all of which terms and conditions shall be acceptable to the respective Facing Agent). Unless otherwise specified, all Standby Letters of Credit will be governed by the Uniform Customs and Practices for Documentary Credit Operations (UCP 600) or International Standby Practices (ISP98) ISP and all Bank Guarantees will be governed by the Uniform Rules for Demand Guarantees, in each case, as in effect on the date of issuance of such Letter of Credit. Each Notice of Issuance shall include any other documents as the respective Facing Agent customarily requires in connection therewiththerewith to the extent notice of such other documents has been provided by the respective Facing Agent to the applicable Borrower prior to the date of such Notice of Issuance. From time to time while a Letter of Credit is outstanding and prior to the Revolver Termination DateDate for the Facility under which such Letter of Credit was issued, the applicable Facing Agent will, upon written request from Company or the applicable Borrower received by the Facing Agent (with a copy sent by Company or such Borrower to the Administrative Agent) at least three 3 Business Days (or such shorter time as the Facing Agent and the Administrative Agent 105 may agree in a particular instance in their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimilefacsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email), confirmed promptly in an original writing (each a “Letter of Credit Amendment Request”) and shall specify in form and detail reasonably satisfactory to the Facing Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Facing Agent may require. The Facing Agent shall be under no obligation to amend any Letter of Credit if: (A) the Facing Agent would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement, or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. Each Facing Agent shall, promptly after the issuance of or amendment or modification to a Letter of Credit, give the Administrative Agent and Company the applicable Borrower written notice of the issuance, amendment or modification of such Letter of Credit, accompanied by a copy of such issuance, amendment or modification. Promptly upon receipt of such notice, the Administrative Agent shall give each Multicurrency Revolving Lender written notice of such issuance, amendment or modification, and if so requested by any Multicurrency Revolving Lender, the Administrative Agent shall provide such Multicurrency Revolving Lender with copies of such issuance, amendment or modification.

Procedures for Issuances and Amendments of Letters of Credit. Whenever Company any Revolving Borrower desires that a Letter of Credit be issuedissued under any Revolving Facility, Company or the applicable Revolving Borrower under such Facility shall give the Administrative Agent and the respective Facing Agent written notice thereof prior to 1:00 p.m. (New York City time) at least five 5 Business Days (or such shorter period as may be acceptable to such Facing Agent) prior to the proposed date of issuance (which shall be a Business Day) which written notice shall be substantially in the form of Exhibit 2.10(c) or such other form as the respective Facing Agent may agree (each, a “Notice of Issuance”) and may be submitted via facsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email) to the respective Facing Agent (who may rely upon such facsimile or electronic image scan transmission as if it were an original thereof). Each such notice shall specify (A) the Revolving Facility under which such Letter of Credit is requested, (B) the proposed issuance date and expiration date, (BC) the name(s) of each obligor with respect to such Letter of Credit, (CD) Company the applicable Borrower as the account party, and any other account parties consistent with the terms of Section 2.10(a), (DE) the name and address of the beneficiary, (EF) the Stated Amount in Dollars or the Alternative Currency of such proposed Letter of Credit and (FG) the purpose of such Letter of Credit and such other information as such Facing Agent may reasonably requestCredit. In addition, each Notice of Issuance shall may contain a general description of the any specific terms and conditions to be included in such proposed Letter of Credit (all of which terms and conditions shall be acceptable to the respective Facing Agent). Unless otherwise specified, all Standby Letters of Credit will be governed by the Uniform Customs and Practices for Documentary Credit Operations (UCP 600) or International Standby Practices (ISP98) ISP and all Bank Guarantees will be governed by the Uniform Rules for Demand Guarantees, in each case, as in effect on the date of issuance of such Letter of Credit. Each Notice of Issuance shall include any other documents as the respective Facing Agent customarily requires in connection therewiththerewith to the extent notice of such other documents has been provided by the respective Facing Agent to the applicable Borrower prior to the date of such Notice ​ ​ ​ of Issuance. From time to time while a Letter of Credit is outstanding and prior to the Revolver Termination DateDate for the Facility under which such Letter of Credit was issued, the applicable Facing Agent will, upon written request from Company or the applicable Borrower received by the Facing Agent (with a copy sent by Company or such Borrower to the Administrative Agent) at least three 3 Business Days (or such shorter time as the Facing Agent and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of amendment, amend replacement, restatement, supplement or other modification, amend, replace, restate, supplement or otherwise modify any Letter of Credit issued by it. Each such request for amendment amendment, replacement, restatement, supplement or modification of a Letter of Credit shall be made by facsimilefacsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email), confirmed promptly in an original writing (each a “Letter of Credit Amendment Request”) and shall specify in form and detail reasonably satisfactory to the Facing Agent: (i) the Letter of Credit to be amended, replaced, restated, supplemented or otherwise modified and the Revolving Facility under which such Letter of Credit was issued; (ii) the proposed date of amendment amendment, replacement, restatement, supplement or modification of the such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment, replacement, restatement, supplement or modification; and (iv) such other matters as the Facing Agent may requirerequire to the extent notice of such other requirement has been provided by the respective Facing Agent to the applicable Borrower prior to the date of such Letter of Credit Amendment Request (or if such notice is provided after such Letter of Credit Amendment Request is delivered, the applicable Borrower shall provide such additional information promptly thereafter and in any event prior to the date of issuance of such Letter of Credit). The No Facing Agent shall be under no any obligation to amend amend, replace, restate, supplement or otherwise modify any Letter of Credit issued by it if: (A) the such Facing Agent would have no obligation at such time to issue such Letter of Credit in its amended amended, replaced, restated, supplemented or modified form under the terms of this Agreement, or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment amendment, replacement, restatement, supplement or modification to the Letter of Credit. Each Facing Agent shall, promptly after the issuance of or amendment amendment, replacement, restatement, supplement or other modification to a Letter of CreditCredit issued by it, give the Administrative Agent and Company the applicable Borrower written notice of the issuance, amendment replacement, restatement, supplement or modification of such Letter of Credit, accompanied by a copy of such issuance, amendment amendment, replacement, restatement, supplement or modification. Promptly upon receipt of such notice, the Administrative Agent shall give each Multicurrency Revolving Lender under the Revolving Facility under which such Letter of Credit was issued written notice of such issuance, amendment amendment, replacement, restatement, supplement or modification, and if so requested by any Multicurrency Revolving LenderLender under such Revolving Facility, the Administrative Agent shall provide such Multicurrency Revolving Lender with copies of such issuance, amendment amendment, replacement, restatement, supplement or modification.

Procedures for Issuances and Amendments of Letters of Credit. Whenever Company Company, European Holdco or any Other Subsidiary Borrower desires that a Letter of Credit be issued, Company shall give Administrative Agent and the respective Facing Agent written notice thereof prior to 1:00 p.m. (New York City time) at least five Business Days (or such shorter period as may be acceptable to such Facing Agent) prior to the proposed date of issuance (which shall be a Business Day) which written notice shall be in the form of Exhibit 2.10(c) (each, a “Notice of Issuance”) and may be submitted via facsimile or other electronic image scan transmission (e.g., “pdf” or “tif” via email) to the respective Facing Agent (who may rely upon such facsimile or electronic image scan transmission if it were an original thereof). Each such notice shall specify (A) the proposed issuance date and expiration date, (B) the name(s) of each obligor with respect to such Letter of Credit, (C) Company the applicable Borrower as the account party, (D) the name and address of the beneficiarybeneficiary (which Person shall be acceptable to the respective Facing Agent), (E) the Stated Amount in Dollars or the Alternative Currency of such proposed Letter of Credit and (F) the purpose of such Letter of Credit (which shall be acceptable to Agent and the respective Facing Agent) and such other information as such Facing Agent may reasonably request. In addition, each Notice Letter of Issuance Credit Request shall contain a general description CHI:1587990.13 of the terms and conditions to be included in such proposed Letter of Credit (all of which terms and conditions shall be acceptable to the respective Facing Agent). Unless otherwise specified, all Standby Letters of Credit will be governed by the Uniform Customs and Practices for Documentary Credit Operations (UCP 600) or International Standby Practices (ISP98) and all Bank Guarantees will be governed by the Uniform Rules for Demand Guarantees, in each case, as in effect on the date of issuance of such Letter of Credit. Each Notice of Issuance shall include any other documents as the respective Facing Agent customarily requires in connection therewith. From time to time while a Letter of Credit is outstanding and prior to the Multicurrency Revolver Termination Date, the applicable Facing Agent will, upon written request from Company received by the Facing Agent (with a copy sent by Company Borrower to Administrative Agent) at least three Business Days (or such shorter time as the Facing Agent and Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile, confirmed promptly in an original writing (each a “Letter of Credit Amendment Request”) and shall specify in form and detail reasonably satisfactory to the Facing Agent: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Facing Agent may require. The Facing Agent shall be under no obligation to amend any Letter of Credit if: (A) the Facing Agent would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement, or (B) the beneficiary of any such Letter of Credit does not accept the proposed amendment to the Letter of Credit. Each Facing Agent shall, promptly after the issuance of or amendment or modification to a Letter of Credit, give Administrative Agent and Company the applicable Borrower written notice of the issuance, amendment or modification of such Letter of Credit, accompanied by a copy of such issuance, amendment or modification. Promptly upon receipt of such notice, Administrative Agent shall give each Multicurrency Revolving Lender written notice of such issuance, amendment or modification, and if so requested by any Multicurrency Revolving Lender, Administrative Agent shall provide such Multicurrency Revolving Lender with copies of such issuance, amendment or modification.