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Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to Issuing Bank and # shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary of the Letter of Credit, and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and # shall be accompanied by such Issuer Documents as Agent or Issuing Bank may reasonably request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Letters of Credit in similar circumstances. Bank’s records of the content of any such request will be conclusive absent manifest error.

Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, each Issuing Bank agrees to issue a requested standby Letter of Credit or a sight commercial Letter of Credit for the account of Borrowers. By submitting a request to an Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that such Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be # irrevocable and shall be made in writing by an Authorized PersonPerson, # delivered to Agent and delivered tothe applicable Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Agent and such Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension.extension, and # subject to the applicable Issuing Bank’s authentication procedures with results satisfactory to such Issuing Bank. Each such request shall be in form and substance reasonably satisfactory to Agent and the applicable Issuing Bank and # shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary of the Letter of Credit, and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and # shall be accompanied by such Issuer Documents as Agent or the applicable Issuing Bank may reasonably request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that such Issuing Bank generally requests for Letters of Credit in similar circumstances. Bank’The applicable Issuing Bank’s records of the content of any such request will be conclusive absent manifest error. Anything contained herein to the contrary notwithstanding, each Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of a Loan Party or one of its Restricted Subsidiaries in respect of # a lease of real property, or # an employment contract.

Subject to the terms and conditionsNotice of this Agreement, upon theIssuance, Amendment, Renewal or Extension. To request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, orCredit (or the amendment, renewal,renewal or extension of anyan outstanding Letter of Credit,Credit), the Borrower shall be irrevocable and shall be made in writinghand deliver or telecopy (or transmit by an Authorized Person and deliveredelectronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable toan Issuing Bank and reasonablythe Administrative Agent (at least three (3) Business Days in advance of the requested date of issuance, amendment, renewal,renewal or extension. Each such requestextension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be in form and substance reasonably satisfactorya Business Day), the date on which such Letter of Credit is to Issuing Bank andexpire (which shall comply with paragraph # shall specify #of this Section), the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary of the Letter of Credit,thereof and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and #conditions of this Agreement shall control. No Issuing Bank shall be accompanied byunder any obligation to issue any Letter of Credit if the issuance of such Issuer Documents as AgentLetter of Credit would violate one or more policies of such Issuing Bank now or hereafter applicable to letters of credit generally (including, for the avoidance, with respect to whether such Issuing Bank may reasonably request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Lettersissue trade and commercial letters of Credit in similar circumstances. Bank’s records of the content of any such request will be conclusive absent manifest error.credit).

Subject to the terms and conditionsNotice of this Agreement, upon theIssuance, Amendment, Renewal or Extension. To request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, orCredit (or the amendment, renewal,renewal or extension of anyan outstanding Letter of Credit,Credit), the Borrower shall be irrevocable and shall be made in writinghand deliver or telecopy (or transmit by an Authorized Person and deliveredelectronic communication, if arrangements for doing so have been approved by the Issuing Bank) to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable tothe Issuing Bank and reasonablythe Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal,renewal or extension. Each such requestextension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be in forma Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph # of this Section), the amount and substance reasonably satisfactory to Issuing Bank and # shall specify # the amountCurrency of such Letter of Credit, # the date of issuance, amendment, renewal, or extension ofwhether such Letter of Credit, #Credit is to be issued under the proposed expiration date of such Letter of Credit, #Dollar Commitments or the Multicurrency Commitments, the name and address of the beneficiary of the Letter of Credit,thereof and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,renew or extend such Letter of Credit,Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and # shall be accompaniedconditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Issuer Documents as Agentthe Borrower to, or entered into by the Borrower with, the Issuing Bank may reasonably request or require,relating to any Letter of Credit, the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Lettersterms and conditions of Credit in similar circumstances. Bank’s records of the content of any such request will be conclusive absent manifest error.this Agreement shall control.

Subject to the terms and conditionsNotice of this Agreement, upon theIssuance, Amendment, Renewal, Extension; Certain Conditions. To request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, BorrowersCredit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall be deemeddeliver by hand or facsimile (or transmit through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to have requested thatthe Issuing Bank issueand the Administrative Agent (reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested Letterdate of Credit. Each request forissuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the amendment, renewal, or extension of any outstanding Letter of Credit, shallCredit to be irrevocableamended, renewed or extended, and shall be made in writing by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance ofspecifying the requested date of issuance, amendment, renewal,renewal or extension. Each such requestextension (which shall be in form and substance reasonably satisfactorya Business Day), the date on which such Letter of Credit is to Issuing Bank andexpire (which shall comply with paragraph # shall specify #of this Section), the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary of the Letter of Credit,thereof and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,renew or extend such Letter of Credit,Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension # the aggregate LC Exposure shall not exceed $25,000,000, # the aggregate Standby LC Exposure shall not exceed $20,000,000, # the aggregate Commercial LC Exposure shall not exceed $5,000,000, # no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and # the Aggregate Revolving Exposure shall not exceed the lesser of the Aggregate Revolving Commitment and the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be accompaniedobligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Issuer Documents as Agent orPerson and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may reasonablyfrom time to time request or require, to the extent that such requests or requirements are consistent with the Issuer Documents thatan Issuing Bank generally requests forissue Letters of Credit in similar circumstances. Bank’s recordsexcess of its individual Issuing Bank Sublimit in effect at the contenttime of such request, and each Issuing Bank agrees to consider any such request will be conclusive absent manifest error.in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in [clause (i) of this Section 2.06(b)].

Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, orCredit (or the amendment, renewal,renewal (other than an automatic extension in accordance with paragraph # of this [Section 2.05]) or extension of anyan outstanding Letter of Credit,Credit), shall be irrevocable and shall be made in writingthe Borrowers will deliver by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to the Issuing Bank (including by e-mail, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and reasonablythe Administrative Agent three Business Days in advance of the requested date of issuance, amendment, renewal,amendment or extension. Eachextension (or such request shall be in formshorter period as the Administrative Agent and substance reasonably satisfactory tothe Issuing Bank in their sole discretion may agree) # a Letter of Credit Request requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which will be a Business Day), the date on which such Letter of Credit is to expire (which will comply with paragraph # shall specify #of this [Section 2.05]), the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary thereof, identifying whether such Letter of theCredit is a Standby Letter of Credit or a Trade Letter of Credit, and # such other information (including,(including the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended)drawing) as shall beis necessary to prepare, amend, renew,issue, amend or extend such Letter of Credit, and # shall be accompaniedCredit. If requested by the applicable Issuing Bank, the Borrowers will also submit a letter of credit application and/or any other customary issuer documents on such Issuer Documents as Agent or Issuing Bank may reasonablyBank’s standard forms in connection with any request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Lettersa Letter of Credit in similar circumstances. Bank’Credit. The Administrative Agent’s records of the content of any such request will be conclusive absent manifest error. A Letter of Credit will be issued or arranged, amended or extended in the Issuing Bank’s discretion and only if (and upon issuance, amendment or extension of each Letter of Credit, the Borrowers will be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension:

Subject to the terms and conditionsNotice of this Agreement, upon theIssuance, Amendment, Renewal, Extension; Certain Conditions. To request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, BorrowersCredit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall be deemedhand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to have requested thatthe applicable Issuing Bank issueand the Administrative Agent (reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested Letterdate of Credit. Each request forissuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the amendment, renewal, or extension of any outstanding Letter of Credit, shallCredit to be irrevocableamended, renewed or extended, and shall be made in writing by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance ofspecifying the requested date of issuance, amendment, renewal,renewal or extension. Each such requestextension (which shall be in forma Business Day), the date on which such Letter of Credit is to expire (which shall comply with ) and substance reasonably satisfactory to Issuing Bank and #whether such Letter of Credit shall specify #contain automatic extension or renewal provisions, the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary of the Letter of Credit,thereof and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,renew or extend such Letter of Credit,Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension # the LC Exposure shall not exceed and # the Aggregate Credit Exposure shall be accompanied by such Issuer Documents as Agent or Issuing Bank may reasonably request or require, tonot exceed the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Lettersaggregate Commitments of Credit in similar circumstances. Bank’s records of the content of any such request will be conclusive absent manifest error.all Lenders.

Subject to the terms and conditions

Notice of this Agreement, upon theIssuance, Amendment, Renewal, Extension; Certain Conditions. To request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, orCredit (or the amendment, renewal,renewal or extension of anyan outstanding Letter of Credit,Credit), the applicable Borrower shall be irrevocable and shall be made in writinghand deliver or telecopy (or transmit by an Authorized Person and deliveredelectronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable tothe applicable Issuing Bank and reasonablythe Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal,renewal or extension. Each such requestextension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be in form and substance reasonably satisfactorya Business Day), the date on which such Letter of Credit is to Issuing Bank andexpire (which shall comply with paragraph # shall specify #of this Section), the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension ofcurrency in which such Letter of Credit, #Credit is to be denominated (which shall be US Dollars, Euros, Canadian Dollars or another currency approved by the proposed expiration dateapplicable Issuing Bank that satisfies the requirements of such Letter[clauses (a) and (b)])] of Credit, #the definition ofAlternative Currency”), the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension # the LC Exposure shall not exceed , and the portion of the LC Exposure attributable to Letters of Credit issued by any Issuing Bank shall not exceed the LC Commitment of such Issuing Bank, # the Aggregate Global Tranche Credit Revolving Exposures shall not exceed the aggregate Global Tranche Commitments, # no Global Tranche Lender will have a Global Tranche Revolving Credit Exposure greater than its Global Tranche Commitment and # the portion of the Aggregate Revolving Credit Exposure attributable to Loans made to and Letters of Credit issued for the accounts of Borrowing Subsidiaries that are Foreign Subsidiaries shall not exceed ; the Issuing Bank shall not be under any obligation to issue any Letter of Credit if: # any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and # such other information (including,which the conditionsIssuing Bank in good faith deems material to drawing, and, init;(ii) the case of an amendment, renewal, or extension, identificationissuance of the Letter of Credit to be so amended, renewed,would violate one or extended) as shall be necessary to prepare, amend, renew, or extend such Lettermore policies of Credit, and # shall be accompanied by such Issuer Documents as Agent orthe Issuing Bank may reasonably request or require,applicable to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Lettersletters of Credit in similar circumstances. Bank’s records of the content of any such request will be conclusive absent manifest error.credit generally;

Subject to the terms and conditionsNotice of this Agreement, upon theIssuance, Amendment, Renewal or Extension. To request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, BorrowersCredit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall be deemedhand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to have requested thatany Issuing Bank issueand the Administrative Agent (reasonably in advance of, which shall not be required to exceed five Business Days in advance of, the requested Letterdate of Credit. Each request forissuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the amendment, renewal, or extension of any outstanding Letter of Credit, shallCredit to be irrevocableamended, renewed or extended, and shall be made in writing by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance ofspecifying the requested date of issuance, amendment, renewal,renewal or extension. Each such requestextension (which shall be in forma Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph # of this [Section 2.05]), the amount, Class and substance reasonably satisfactory to Issuing Bank and # shall specify # the amountCurrency of such Letter of Credit, # the date of issuance, amendment, renewal, or extension ofstating that such Letter of Credit, #Credit is to be issued under the proposed expiration date of such Letter of Credit, #Multicurrency Commitments or Dollar Commitments, as applicable, the name and address of the beneficiary of the Letter of Credit,thereof and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,renew or extend such Letter of Credit,Credit. The Administrative Agent will promptly notify the following the issuance of any Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and # shall be accompaniedconditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by such Issuer Documents as Agentthe Borrower to, or entered into by the Borrower with, any Issuing Bank may reasonably request or require,relating to any Letter of Credit, the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Lettersterms and conditions of Credit in similar circumstances. Bank’s records of the content of any such request will be conclusive absent manifest error.this Agreement shall control.

Subject to the terms and conditions of this Agreement, upon theIssuance, Amendment, Renewal, Extension; Certain Conditions. To request of Borrowers made in accordance herewith, and prior to the Maturity Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, BorrowersCredit (or the amendment, renewal or extension of an outstanding Letter of Credit), a Borrower shall be deemeddeliver in writing by hand delivery or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to have requested thatthe applicable Issuing Bank issueand the Administrative Agent (at least five Business Days before the requested Letterdate of Credit. Each request forissuance, amendment, renewal or extension or such shorter period as the applicable Issuing Bank and the Administrative Agent may agree) a notice requesting the issuance of a Letter of Credit, or identifying the amendment, renewal, or extension of any outstanding Letter of Credit, shallCredit to be irrevocableamended, renewed or extended, and shall be made in writing by an Authorized Person and delivered to Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance ofspecifying the requested date of issuance, amendment, renewal,renewal or extension. Each such requestextension (which shall be in form and substance reasonably satisfactorya Business Day), the date on which such Letter of Credit is to Issuing Bank andexpire (which shall comply with paragraph # shall specify #of this [Section 2.05]), the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary of the Letter of Credit,thereof and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,renew or extend such Letter of Credit,Credit. If requested by the applicable Issuing Bank, such Borrower also shall submit a letter of credit or bank guarantee application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit (an “LC Application”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of any Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, # subject to [Section 9.04(b)(ii)], the Applicable Fronting Exposure of each Issuing Bank shall not exceed its Revolving Commitment, # the aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments and # the aggregate LC Exposure shall not exceed the Letter of Credit Sublimit. No Issuing Bank shall be accompanied byunder any obligation to issue (or amend) any Letter of Credit if # any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain such Issuer Documents as Agent or Issuing Bank may reasonably requestfrom issuing (or amending) the Letter of Credit, or require,any law applicable to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the issuance (or amendment) of letters of credit generally requests for Lettersor the Letter of Credit in similar circumstances. Bank’particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith deems material to it, # except as otherwise agreed by such Issuing Bank, the Letter of Credit is in an initial stated amount less than or # any Lender is at that time a Defaulting Lender, if after giving effect to [Section 2.22(a)(iv)], any Defaulting Lender Fronting Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such Issuing Bank with such Borrower or such Lender to eliminate such Issuing Bank’s recordsDefaulting Lender Fronting Exposure arising from either the Letter of the contentCredit then proposed to be issued (or amended) or such Letter of anyCredit and all other LC Exposure as to which such request will be conclusive absent manifest error.Issuing Bank has Defaulting Lender Fronting Exposure.

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