Common use of Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions Clause in Contracts

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (other than an automatic extension renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent two (at least three 2) Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form of Exhibit C-3 requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Revolving Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend amend, renew or extend such Revolving Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Revolving Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable total Revolving Facility Commitments, Commitments and (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding available amount of all Revolving Letters of Credit issued by such any Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditRevolving L/C Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Sectionunless automatically renewed by its terms) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-a Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment amendment, renewal (unless automatically renewed by its terms) or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable such Issuing Bank, the Borrower or the applicable Co-such 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 amended, renewed or extended if and only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility LC Exposure in respect of all Letters of Credit Exposure shall issued by the Issuing Banks does not exceed the applicable Revolving Facility Commitmentsaggregate of all Letter of Credit Commitments at such time, (ii) the Revolving L/C LC Exposure shall in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Sublimit Commitment of such Issuing Bank at such time, and (iii) the aggregate outstanding amount sum of Letters of the total Credit issued by such Issuing Bank Exposures shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditAggregate Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Representative shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three five Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance G attached hereto. To request an amendment, extension or renewal of a Letter of Credit, the Borrower Representative shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least five Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Creditrenewal. Requests for issuance, the Class of Revolving Facility Commitments such Letter of Credit is to amendment, extension or renewal must be issued under and accompanied by such other information as shall be necessary to issue, amend amend, extend or extend renew such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower Representative 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 conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, or entered into by the Borrower Representative with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Borrower Representative or any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall (x) contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith, shall be rendered null and void) and (y) all representations and warranties, covenants and events of default contained therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with this Agreement (and, to the extent inconsistent herewith, shall be deemed to incorporate such standards, qualifications, thresholds and exceptions contained herein without action by any other party). A Letter of Credit shall be issued, amended amended, extended or extended renewed only if (and upon on issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension, or extensionrenewal, (i) the LC Exposure shall, subject to Section 2.08, not exceed $5,000,000 and (ii) the aggregate Outstanding Amount of all Revolving Facility Credit Loans, Swingline Loans and LC Exposure shall not exceed the applicable Total Revolving Facility Commitments, (ii) Credit Commitment. Promptly after the Revolving L/C Exposure shall not exceed the Letter delivery of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuanceor any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now Bank will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in effect) applicable writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Lender with copies of such Letter of Credit or amendment. Each letter of credit issued or renewed by the Issuing Bank on account of this Agreement shall be conclusively deemed to letters constitute a Letter of creditCredit, issued, renewed or delivered in full compliance with this Agreement for all purposes hereunder.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or the applicable Co-Borrower shall hand deliver or telecopy facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable U.S. Issuing BankBank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit)) to (1) the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) and (2) the Administrative Agent (in the case of U.S. Letters of Credit) or the Multicurrency Administrative Agent with a copy to the Administrative Agent (in the case of Multicurrency Letters of Credit) (in each case, prior to 9:00 am, Pacific time, at least three two Business Days in advance of prior to the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying whether such Letter of Credit is to be a U.S. Letter of Credit or a Multicurrency Letter of Credit (and, if such Letter of Credit is to be a Multicurrency Letter of Credit, whether such Letter of Credit is to be issued for the account of the U.S. Borrower or for the account of the Canadian Borrower), whether such Letter of Credit is to be a Cash Collateralized Letter of Credit, the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether thereof the currency in which such Letter of Credit constitutes a Standby Letter will be denominated (which (x) shall be Dollars or an LC Alternative Currency in the case of U.S. Letters of Credit and (y) shall be Dollars, Canadian Dollars or a Trade Letter an LC Alternative Currency in the case of Multicurrency Letters of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under ) and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments$350,000,000, (ii) the Revolving L/C Exposure Limitations shall not exceed the Letter of Credit Sublimit be exceeded and (iii) in the case of a Cash Collateralized Letter of Credit (I) issued for the account of the U.S. Borrower, the aggregate outstanding amount of all Cash Collateralized Letters of Credit issued by such Issuing Bank shall for the account of the U.S. Borrower does not exceed the applicable amount set forth for such Issuing Bank of cash and Cash Equivalents in the definition U.S. Availability Cash Collateral Account or (II) issued for the account of “Issuing Bank” hereunder. For the avoidance Canadian Borrower, the aggregate amount of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter all Cash Collateralized Letters of Credit if such Issuing Bank issued for the account of the Canadian Borrower does not otherwise issue letters exceed the amount of credit cash and Cash Equivalents in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditCanadian Availability Cash Collateral Account.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or, in the case of an Alternate Currency Letter of Credit where the Issuing Bank is Barclays Bank PLC, at least five Business Days) in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) with respect to the aggregate outstanding applicable Issuing Bank, the stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for Specified L/C Sublimit of such Issuing Bank then in the definition of “Issuing Bank” hereundereffect. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding any Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a Letter of Credit Request (it being understood that, to the extent applicable, the issuance of any Letter of Credit expressly for the benefit of any subsidiary that is not a Loan Party shall be contingent upon the Administrative Agent Agent’s receipt of any documentation and other information with respect to such subsidiary that has not been previously provided with respect to any Loan Party, that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and reasonably requested by the applicable Issuing Bank in their sole discretion may agree) a notice substantially in at least three Business Days prior to the form requested date of Exhibit C-3 requesting the issuance issuance). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank or Issuing Banks selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Creditrenewal. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with 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 request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent any representation or warranty, covenant or event of default in any letter of credit application or any such other document is inconsistent herewith, the same shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent any representation or warranty, covenant or event of default in any letter of credit application or any such other document is inconsistent herewith, the same shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person)). No Letter of Credit may be issued, amended amended, extended or extended only if renewed unless (and with respect to clauses (i) and (ii) below, upon the issuance, amendment amendment, extension or extension renewal of each Letter of Credit Credit, the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or amendment, extension, or renewal (i) the LC Exposure does not exceed the Letter of Credit Sublimit, and (ii) (A) the aggregate amount of the Initial Revolving Facility Credit Exposure shall not exceed the applicable aggregate amount of the Initial Revolving Facility CommitmentsCredit Commitments then in effect, (iiB) the aggregate amount of the Additional Revolving L/C Credit Exposure shall attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit Sublimit and (iii) has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate outstanding amount of the LC Exposure attributable to Letters of Credit issued by expiring after such Issuing Bank shall Maturity Date (1) does not exceed the applicable aggregate amount set forth for of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated Maturity Date or (2) is subject to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditSupport.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendmentCredit, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank or, in their sole discretion may agree) the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance K attached hereto. To request an amendment, extension or renewal of a Letter of CreditCredit (other than any automatic extension of a Letter of Credit permitted under ‎Section 2.05(c)), a Borrower shall submit such a request to the applicable Issuing Bank selected by such Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may must be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and accompanied by such other information as shall be necessary to issue, amend amend, extend or extend renew such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-a 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 conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by a Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended amended, extended or extended renewed only if (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension or extensionrenewal, (iA) the sum of (x) the aggregate outstanding principal amount of all Revolving Facility Credit Exposure shall Loans and Swingline Loans plus (y) the aggregate amount of all LC Exposures would not exceed the applicable Total Revolving Facility Commitments, Credit Commitment and (iiB) the Revolving L/C LC Exposure shall does not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunderunless otherwise increased). For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contraryIn addition, no Issuing Bank shall be required to issue, amend, extend, extend or renew or increase any Letter of Credit if the terms of such issuanceLetter of Credit extend beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class unless (1) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date, amendment(2) all Revolving Lenders and such Issuing Bank shall have consented to such expiry date or (3) 100% of the then-available face amount thereof is Cash collateralized or backstopped on or before the date that such Letter of Credit is issued, extension amended, extended or increase would violate one renewed beyond such date. Promptly after the delivery of any Letter of Credit or more any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank’s policies (now Bank will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in effect) applicable to letters writing, of creditsuch Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Sectionunless automatically renewed by its terms) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment amendment, renewal (unless automatically renewed by its terms) or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable such Issuing Bank, the Borrower or the applicable Co-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 amended, renewed or extended if and only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility LC Exposure in respect of all Letters of Credit Exposure shall issued by the Issuing Banks does not exceed the applicable Revolving Facility Commitmentsaggregate of all Letter of Credit Commitments at such time, (ii) the Revolving L/C LC Exposure shall in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Sublimit Commitment of such Issuing Bank at such time, and (iii) the aggregate outstanding amount sum of Letters of the total Credit issued by such Issuing Bank Exposures shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditAggregate Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank or, in their sole discretion may agree) the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance K attached hereto. To request an amendment, extension or renewal of a Letter of CreditCredit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the Borrower shall submit such a request to the applicable Issuing Bank selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may must be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and accompanied by such other information as shall be necessary to issue, amend amend, extend or extend renew such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 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 Letter of Credit, letter of credit application or other document entered into by the Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended amended, extended or extended renewed only if (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension or extensionrenewal, (iA) the sum of (x) the aggregate outstanding principal amount of all Revolving Facility Credit Exposure shall Loans and Swingline Loans plus (y) the aggregate amount of all LC Exposures would not exceed the applicable Total Revolving Facility Commitments, Credit Commitment and (iiB) the Revolving L/C LC Exposure shall does not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunderunless otherwise increased). For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contraryIn addition, no Issuing Bank shall be required to issue, amend, extend, extend or renew or increase any Letter of Credit if the terms of such issuanceLetter of Credit extend beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class unless (1) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date, amendment(2) all Revolving Lenders and such Issuing Bank shall have consented to such expiry date or (3) 100% of the then-available face amount thereof is Cash collateralized or backstopped on or before the date that such Letter of Credit is issued, extension amended, extended or increase would violate one renewed beyond such date. Promptly after the delivery of any Letter of Credit or more any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank’s policies (now Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in effect) applicable to letters writing, of creditsuch Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding any Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three (3) Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) a notice substantially or, in the form case of Exhibit C-3 requesting any issuance to be made on the issuance Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit, or identifying Credit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to be amended or extended, and specifying the applicable Issuing Bank (with a copy to the Administrative Agent) at least three (3) Business Days in advance of the requested date of issuanceamendment, amendment extension or extension renewal (which shall be a Business Dayor such shorter period as is acceptable to the applicable Issuing Bank), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Borrower or the applicable Co-Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with 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 request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default that is in direct conflict with this Agreement, and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement. No Letter of Credit may be issued, amended amended, extended or extended only if renewed unless (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit Credit, the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or amendment, extension, or renewal (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall does not exceed the Letter of Credit Sublimit and Sublimit, (iiiii) the aggregate outstanding amount portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such any Issuing Bank does not otherwise issue letters exceed the LC Commitment of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue(unless otherwise agreed by such Issuing Bank) and (iii) (A) the Revolving Credit Exposure of any Lender does not exceed such L▇▇▇▇▇’s Revolving Credit Commitment, amend, extend, renew or increase any (B) the aggregate amount of the Revolving Credit Exposure does not exceed the aggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit if such issuancehas a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, amendment, extension or increase would violate one or more the aggregate amount of the applicable Issuing Bank’s policies (now or hereafter LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect) applicable effect that are scheduled to letters of creditremain in effect after such Maturity Date.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunderhereunder and (iii) the Revolving L/C Exposure shall not exceed $30,000,000. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower Representative or the any applicable Co-Borrower shall hand deliver or telecopy facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Applicable Agent (and the Administrative Agent if it is not the Applicable Agent) (prior to 9:00 am, Local Time, at least three Business Days in advance of prior to the requested date of issuance, amendment amendment, renewal or extension extension, or such shorter period of time as may be agreed to by the Administrative Applicable Agent and the applicable Issuing Bank in their sole discretion may agreeBank) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the currency in which such Letter of Credit shall be denominated, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower or the applicable Co-Borrower other Loan Party also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension the total Credit Exposures of each Class shall not exceed (i) the lesser of the total Revolving Facility Credit Exposure shall not exceed Commitments of such Class and the Borrowing Base applicable Revolving Facility Commitmentsto such Class, minus (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed Commitment Reserves established with respect to the applicable amount set forth for such Issuing Bank in Loan Parties and the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of Collateral owned by the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditLoan Parties.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Agent shall hand deliver or telecopy facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Applicable Issuing Bank) to the applicable Applicable Issuing Bank and the Administrative Agent (Agent, at least three two (2) Business Days Days, in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue in the form of Exhibit C-3 requesting the issuance E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal of a Letter of Credit, the Borrower Agent shall submit such a request on its letterhead, addressed to the Applicable Issuing Bank (with a copy to the Agent) at least two (2) Business Days, in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Creditrenewal. Requests for issuance, the Class of Revolving Facility Commitments such Letter of Credit is to amendment, renewal or extension must be issued under and accompanied by such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Applicable Issuing Bank, the Borrower or the applicable Co-Borrower Agent 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 conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Agent to, or entered into by the Borrower Agent or any Borrower within a Borrower Group with, the Applicable Issuing Bank relating to any Letter of Credit issued for the account of a Borrower within such Borrower Group, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon on issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit U.S. Exposure shall not exceed the applicable Revolving Facility Commitments$50,000,000, (ii) the Revolving L/C Dollar Equivalent Amount of Canadian LC Exposure shall not exceed the Letter of Credit Sublimit and $10,000,000, (iii) the total U.S. Revolving Exposures shall not exceed the lesser of the total U.S. Revolving Commitments and the U.S. Borrowing Base, and (iv) the total Canadian Revolving Exposures shall not exceed the lesser of the total Canadian Revolving Commitments and the Canadian Borrowing Base. Promptly after the 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 Issuing Bank will also deliver to the Borrower Agent and the Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Agent shall notify the Applicable Lenders, in writing, of such Letter of Credit or amendment, and if so requested by an Applicable Lender the Agent will provide such Applicable Lender with a copy of such Letter of Credit or amendment. With respect to commercial Letters of Credit, each Applicable Issuing Bank shall, on the first Business Day of each week, submit to the Agent, by facsimile, a report detailing the daily aggregate outstanding amount total of commercial Letters of Credit issued by such Applicable Issuing Bank shall not exceed for the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditprevious calendar week.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three (3) Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 D-2 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) unless the Revolving L/C Exposure shall not exceed applicable Issuing Bank otherwise agrees, the Letter of Credit Sublimit and (iii) the aggregate outstanding stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for Letter of Credit Individual Sublimit of such Issuing Bank then in effect, (iii) unless the definition of “applicable Issuing Bank otherwise agrees, with respect to such Issuing Bank” hereunder. For , the avoidance sum of doubtthe aggregate face amount of outstanding Letters of Credit issued by such Issuing Bank, no when aggregated with the outstanding Revolving Facility Loans and Swingline Loans funded by such Issuing Bank Bank, shall be obligated to issue an Alternate Currency not exceed its Revolving Facility Commitment and (iv) the Revolving L/C Exposure shall not exceed the applicable Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditSublimit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit LC Exposure shall not exceed $25,000,000 (the applicable Revolving Facility Commitments“Letter of Credit Sublimit”), (ii) the no Revolving L/C Lender’s Revolving Exposure shall not exceed the Letter of Credit Sublimit such Revolving Lender’s Revolving Commitment and (iii) unless otherwise consented by the Issuing Bank in its sole discretion, the aggregate outstanding principal amount of outstanding Swingline Loans and Revolving Loans of such Issuing Bank, when aggregated with the face amount of all Letters of Credit issued by such Issuing Bank Bank, shall not exceed the applicable amount set forth for of such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditRevolving Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an any automatic extension in accordance with renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three five Business Days in advance of (or such shorter period as agreed to by the applicable Issuing Bank) prior to the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the requested date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, the purpose and nature of the requested Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be requested by the applicable Issuing Bank as necessary to issueenable such Issuing Bank to prepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 CreditCredit and such other documents and information pertaining to the applicable Letter of Credit as such Issuing Bank or the Administrative Agent may require. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each any Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility CommitmentsLC Sublimit (unless otherwise agreed by the Administrative Agent and the Issuing Banks), (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment, (iii) the Aggregate Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit Aggregate Revolving Commitment and (iiiiv) following the aggregate outstanding amount effectiveness of any Maturity Date Extension Request with respect to the Revolving Commitments, the LC Exposure in respect of all Letters of Credit issued by such Issuing Bank having an expiration date after the second Business Day prior to the Existing Maturity Date shall not exceed the applicable amount set forth for such aggregate Revolving Commitments of the Consenting Lenders extended pursuant to Section 2.21. Each Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank agrees that it shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding permit any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, renewal or extension or increase would violate one or more of a Letter of Credit to occur unless it shall have given to the applicable Issuing Bank’s policies Administrative Agent written notice thereof as required under paragraph (now or hereafter in effectl) applicable to letters of creditthis Section.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (other than an automatic extension renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form of Exhibit C-3 requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Revolving Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend amend, renew or extend such Revolving Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Revolving Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable total Revolving Facility Commitments, Commitments and (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding available amount of all Revolving Letters of Credit issued by such any Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditRevolving L/C Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three (3) Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 D-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) with respect to such Issuing Bank, the sum of the aggregate face amount of Letters of Credit issued by such Issuing Bank, when aggregated with the outstanding Revolving Facility Loans and Swingline Loans funded by such Issuing Bank, shall not exceed its Revolving Facility Commitment and (iii) the Revolving L/C Exposure shall not exceed the applicable Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditSublimit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable relevant Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s its standard form in connection with any request for a Letter of Credit; provided that no provision in such application shall be deemed effective to the extent such provision contains, provides for, or requires, representations, warranties, covenants, security interests, Liens, indemnities, reimbursements of costs or expenses, events of default, remedies, or standards of care or to the extent such provision conflicts or is inconsistent with this Agreement. Following receipt of a notice requesting the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (ithe limits and sublimits specified in Section 2.06(a) are satisfied. Notwithstanding the Revolving Facility Credit Exposure shall not exceed foregoing or anything else to the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubtcontrary contained herein, no Issuing Bank shall be obligated under any obligation to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such issuanceIssuing Bank from issuing such Letter of Credit, amendmentor any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank (x) shall prohibit, extension or increase request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (y) shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Revolving Effective Date, or (z) shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Revolving Effective Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; provided that, in the cases of clauses (y) and (z), such Issuing Bank shall have provided written notice to the Borrower of its refusal to issue any Letter of Credit and the specific reasons therefor and the Borrower shall not have compensated such Issuing Bank for the imposition of such restriction, reserve or capital or liquidity requirement or reimbursed such Issuing Bank for such loss, cost or expense, as applicable; or (B) the issuance of such Letter of Credit would violate one or more polices of the applicable such Issuing Bank’s policies Bank (now or hereafter in effect) applicable to letters of creditas consistently applied).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) , to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or, in the case of an Alternate Currency Letter of Credit where the Issuing Bank is ▇▇▇▇▇ Fargo Bank, N.A., at least five Business Days) in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) with respect to the aggregate outstanding applicable Issuing Bank, the stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for Specified L/C Sublimit of such Issuing Bank then in the definition of “Issuing Bank” hereundereffect. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Lead Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance K attached hereto. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Lead Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may must be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and accompanied by such other information (including information as required by regulatory authorities under applicable “know your customer” rules and regulations) as shall be necessary to issue, amend amend, extend or extend renew such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Lead 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 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 Lead Borrower to, or entered into by the Lead Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Lead Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Dollar Letter of Credit may be issued, amended amended, extended or extended renewed only if (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension, or extensionrenewal, (i) the Revolving Facility Credit Dollar LC Exposure shall does not exceed the applicable Revolving Facility CommitmentsDollar Letter of Credit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Dollar Revolving L/C Exposure shall Loans made under the Dollar Revolving Facility plus (y) the aggregate amount of all Dollar LC Obligations under the Dollar Revolving Facility would not exceed the Letter of Total Dollar Revolving Credit Sublimit Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of Letters all Dollar Revolving Loans of Credit issued by such Issuing Bank shall any Dollar Revolving Lender made under the Dollar Revolving Facility plus (y) the Dollar Revolving Applicable Percentage of the Dollar LC Obligations of any Dollar Revolving Lender under the Dollar Revolving Facility would not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunderDollar Revolving Lender’s Dollar Revolving Credit Commitments. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency A Multicurrency Letter of Credit may be issued, amended, extended or renewed only if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to (and on the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase renewal of each Letter of Credit the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, (i) the Multicurrency LC Exposure does not exceed the Multicurrency Letter of Credit Sublimit, (ii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans plus (y) the aggregate amount of all Multicurrency LC Obligations would violate one not exceed the Total Multicurrency Revolving Credit Commitment and (iii) the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount of all Multicurrency Revolving Loans of any Multicurrency Revolving Lender made under the Multicurrency Revolving Facility plus (y) the Multicurrency Revolving Applicable Percentage of the Multicurrency LC Obligations of any Multicurrency Revolving Lender under the Multicurrency Revolving Facility would not exceed such Multicurrency Revolving Lender’s Multicurrency Revolving Credit Commitments. Promptly after the delivery of any Letter of Credit or more any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank’s policies (now Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter amendment. Notwithstanding anything to the contrary contained herein, there shall be no extensions or renewals of the Existing Letters of Credit, which shall expire in effect) applicable to letters of creditaccordance with the terms thereof as in effect on the Closing Date.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable an Issuing Bank, the Borrower or the applicable Co-Borrower Company 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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) subject to the Revolving Facility Credit definition of “Computation Date” and Section 2.11(c), the Dollar Amount of the LC Exposure shall not exceed the applicable Revolving Facility Commitments$25,000,000, (ii) subject to the Revolving L/C Exposure definition of “Computation Date” and Section 2.11(c), the sum of the Dollar Amount of the total Credit Exposures shall not exceed the Letter of Credit Sublimit aggregate Commitments and (iii) subject to the definition of “Computation Date” and Section 2.11(c), the Dollar Amount of the aggregate outstanding face amount of all Letters of Credit issued and then outstanding by such any Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditLC Sublimit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by facsimile or other electronic communicationtransmission, if arrangements for doing so have been approved by the applicable Issuing Bank) Bank to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a written notice substantially in the form of Exhibit C-3 by an Authorized Person 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter letter of Credit credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. All such requests shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Letter of Credit shall not be issued, amended or extended until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the issuance, amendment or extension of any such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit Credit, the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the total Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit Sublimit, and (iii) the aggregate outstanding amount of Revolving L/C Exposure with respect to all Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank Bank’s Letter of Credit Commitment, (ii) the total Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments, (iii) the total Revolving Facility Credit Exposure shall not exceed the Borrowing Base, and (iv) in the definition case of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters Credit, the Dollar Equivalent of credit in such the total Revolving L/C Exposure with respect to all Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter Currency Letters of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditexceed $60.0 million.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. The Existing Letters of Credit shall be deemed to have been issued hereunder as of the Effective Date. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least not less than three (3) Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit to be amended amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.07(c)); (civ) of this Section), specifying the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit; (vi) specifying the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit); and (vii) specifying whether such Letter of Credit will be issued in the ordinary course for purchases or transportation of natural gas by the Borrower or any of its Subsidiaries (and as a result the obligations of the Borrower and its Consolidated Subsidiaries in respect of such Letter of Credit will be excluded from the calculation of Consolidated Total Funded Indebtedness). Each notice shall constitute a representation and warranty with respect to the information set forth therein and that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (x) the LC Exposure shall not exceed the LC Sublimit, (y) the total Revolving Credit Exposures shall not exceed the total Commitments, and (z) each condition precedent set forth in Section 6.02 has been satisfied with respect to such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for a Letter of Credit, the Borrower or the applicable Co-Borrower also shall submit a an appropriately completed letter of credit application on such Issuing Bank’s standard form as in connection with effect from time to time, which application may require the inclusion of draft language for such Letter of Credit that is reasonably acceptable to such Issuing Bank and may be required to be signed by a Responsible Officer of the Borrower. No Issuing Bank will be required to: (A) issue any request for a Letter of Credit if (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the any law applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment Issuing Bank or extension, any request or directive (iwhether or not having the force of law) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not exceed 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 amount set forth for on the Effective Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (2) the definition issuance of “such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally, (3) except as otherwise agreed by the Administrative Agent and such Issuing Bank” hereunder. For , such Letter of Credit is in an initial stated amount less than $10,000, (4) such Letter of Credit is to be denominated in a currency other than Dollars, or (5) such Letter of Credit contains any provisions for automatic reinstatement of the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency stated amount after any drawing thereunder; or (B) amend or extend any Letter of Credit if such Issuing Bank does would not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required at such time to issue, amend, extend, renew or increase any issue the Letter of Credit in its amended form under the terms hereof or if the beneficiary of such issuance, amendment, extension or increase would violate one or more Letter of Credit does not accept the applicable Issuing Bank’s policies (now or hereafter in effect) applicable proposed amendment thereto. Any request for the issuance of a Letter of Credit that is made at any time that there is a Defaulting Lender shall be subject to letters of creditSection 4.04(d).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Parent Borrower shall hand deliver or telecopy fax (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension extension, but in any event no less than three Business Days or such shorter time period as agreed to by the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeits discretion) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Parent Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility CommitmentsIssuing Bank Sublimit, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving L/C Exposure shall not exceed the Letter lesser of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed Revolving Commitments. Notwithstanding the applicable amount set forth for such Issuing Bank in foregoing or anything to the definition of “Issuing Bank” hereunder. For the avoidance of doubtcontrary contained herein, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase modify any Letter of Credit if if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such issuance, amendment, extension or increase Person and its Affiliates would violate one or more of the applicable exceed such Issuing Bank’s policies Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Parent Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request 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 this 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 (now or hereafter in effecti) applicable to letters of creditthis Section 2.06(b).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of CreditCredit from an Issuing Bank), the Borrower or the applicable Co-Applicable Borrower shall hand deliver email or telecopy (or transmit by any other electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable such Issuing Bank and the Administrative Agent (at least reasonably in advance of, but not less than three (3) Business Days in advance of prior to, the requested date of issuance, amendment or extension issuance (or such shorter period as such Issuing Bank may agree), amendment, renewal or extension and which, in the Administrative Agent and case of a Letter of Credit to be issued on the Closing Date, may be conditioned on the occurrence of the Closing Date) a notice in the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the Bank’s customary form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the Agreed Currency applicable thereto), the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-The Applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended amended, renewed or extended only (A) if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) subject to Section 2.04, the Revolving Facility Credit Dollar Amount of the LC Exposure shall not exceed $15,000,000 (the applicable Revolving Facility Commitments, “LC Sublimit”) and (ii) subject to Section 2.04, the sum of the Dollar Amount of the total Revolving L/C Exposure Credit Exposures shall not exceed the Letter of Credit aggregate Revolving Commitments; provided that the LC Sublimit may be increased from time to time upon agreement between the Administrative Agent and Borrowers, so long as any increase has been appropriately committed by a Lender (that is or shall be an Issuing Bank), on terms and conditions satisfactory to the Administrative Agent and (iiiB) the aggregate outstanding amount of Letters of Credit issued by in accordance with such Issuing Bank shall not exceed Bank’s usual and customary policies and practices from time to time; provided, further, that the applicable amount set forth for such Dollar Amount of the LC Exposure in respect of each Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall may not be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement increased or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of decreased without the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditconsent.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Representative shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bankrecipient) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days Agent, reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form Letter of Exhibit C-3 Credit Request requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the requested date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be reasonably necessary to issueenable the applicable Issuing Bank to prepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon each issuance, amendment amendment, renewal or extension of each any Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall will not exceed the Letter of Credit Sublimit, (ii) the LC Exposure of any Issuing Bank will not exceed the applicable Specified L/C Sublimit of such Issuing Bank and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall Aggregate Revolving Exposure will not exceed the applicable amount set forth for such Aggregate Revolving Commitment. Each Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank agrees that it shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding permit any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, renewal or extension or increase would violate one or more of a Letter of Credit to occur unless it shall have given to the applicable Issuing Bank’s policies Administrative Agent written notice thereof required under paragraph (now or hereafter in effectl) applicable to letters of creditthis Section.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three (3) Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 B-2 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) unless the applicable Issuing Bank otherwise agrees, the stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the Letter of Credit Individual Sublimit of such Issuing Bank then in effect, (iii) unless the applicable Issuing Bank otherwise agrees, with respect to such Issuing Bank, the sum of the aggregate face amount of outstanding Letters of Credit issued by such Issuing Bank, when aggregated with the outstanding Revolving Loans and Swingline Loans funded by such Issuing Bank, shall not exceed its Revolving Commitment and (iv) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditSublimit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank (except that the Issuing Bank in respect of Existing Letters of Credit shall not issue additional Letters of Credit and, unless agreed by it, shall not be required to amend, renew or extend an Existing Letter of Credit) and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, $250,000,000 and (ii) the aggregate Revolving L/C Exposure Exposures shall not exceed the Letter lesser of Credit Sublimit and (iiix) the aggregate outstanding amount of Letters of Credit issued by Revolving Commitments and (y) the Borrowing Base, in each case at such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credittime.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding any Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance K. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Creditrenewal; provided, that, any request for extension or renewal shall not exceed twelve (12) months and in no event shall extend beyond the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Creditdates set forth in Section 2.05(c). If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with 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 request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement)), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended amended, extended or extended only if renewed unless (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or amendment, extension, or renewal (i) the LC Exposure does not exceed the Letter of Credit Sublimit, (ii) the aggregate Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment and (iii) (A) the aggregate amount of the Initial Revolving Facility Credit Exposure shall not exceed the applicable aggregate amount of the Initial Revolving Facility CommitmentsCredit Commitments then in effect, (iiB) the aggregate amount of the Additional Revolving L/C Credit Exposure shall attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit Sublimit and (iii) has a term extending beyond any Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate outstanding amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent (if so requested by the Administrative Agent) a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. Not later than the third Business Day following the last day of each month (or at such other intervals as the Administrative Agent and the applicable Issuing Bank shall agree), each Issuing Bank shall provide to the Administrative Agent a schedule of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed Bank, in form and substance reasonably satisfactory to the applicable Administrative Agent, showing the date of issuance, the account party, the original face amount set forth for (if any), the expiration date and the reference number, in each case, of each such Letter of Credit, and showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if during such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditmonth.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding any Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) a notice substantially or, in the form case of Exhibit C-3 requesting any issuance to be made on the issuance Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Creditrenewal. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with 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 request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended amended, extended or extended only if renewed unless (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or amendment, extension, or renewal (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall does not exceed the Letter of Credit Sublimit and (iiiii) (A) the aggregate outstanding amount of Letters of the Initial Revolving Credit issued by such Issuing Bank Exposure shall not exceed the applicable aggregate amount set forth for of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Incremental Revolving Credit Exposure attributable to any Class of Incremental Revolving Credit Commitments does not exceed the aggregate amount of the Incremental Revolving Credit Commitments of such Issuing Bank Class then in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency effect and (C) if such Letter of Credit if has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Issuing Bank Maturity Date does not otherwise issue letters exceed the aggregate amount of credit the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document Maturity Date and (iii) with respect to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if to be issued by Barclays, any such issuance, amendment, extension or increase would violate one or more Letter of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters Credit is a Standby Letter of creditCredit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of CreditCredit Request, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any an Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, extension (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit Sublimit, (ii) the Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required issued if, after giving effect thereto, the aggregate amount of L/C Exposure with respect to issue, amend, extend, renew or increase any Letter all Alternate Currency Letters of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditexceed $30 million.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three two (2) Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance G attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal of a Letter of Credit, the Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two (2) Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Creditrenewal. Requests for issuance, the Class of Revolving Facility Commitments such Letter of Credit is to amendment, renewal or extension must be issued under and accompanied by such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 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. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon on issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, : (i) the Revolving Facility Credit sum of the Pre-Funded L/C Exposure and the Pre-Funded L/C Loans shall not exceed the applicable Revolving Facility aggregate Pre-Funded L/C Commitments, , (ii) the Revolving aggregate Pre-Funded L/C Exposure shall not exceed the Letter of Credit Sublimit and aggregate Credit-Linked Deposits, and (iii) all conditions precedent in Section 4.02 have been satisfied (or waived by the aggregate outstanding amount Pre-Funded L/C Lenders with Pre-Funded L/C Credit Exposure representing greater than 50% of Letters the total Pre-Funded L/C Credit Exposure). Promptly after the delivery of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuanceor any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Pre-Funded L/C Lenders, in effect) applicable writing, of such Letter of Credit or amendment, and if so requested by a Pre-Funded L/C Lender, the Administrative Agent will provide such Pre-Funded L/C Lender with copies of such Letter of Credit or amendment. With respect to letters commercial Letters of creditCredit, each Issuing Bank shall on the first Business Day of each week submit to the Administrative Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit for the previous calendar week.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, extension (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and Sublimit, (iiiii) the aggregate outstanding amount of Letters of Revolving Facility Credit issued by such Issuing Bank Exposure shall not exceed the applicable Revolving Facility Commitments and (iii) no Alternate Currency Letter of Credit shall be issued if, after giving effect thereto, the aggregate amount set forth for of Revolving L/C Exposure with respect to all Alternate Currency Letters of Credit would exceed $3,000,000 (or such larger amount within the Letter of Credit Sublimit as the Administrative Agent and the applicable Issuing Bank in the definition of “Issuing Bank” hereundermay agree). For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. (i) To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension renewal in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by facsimile or electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) communication to the applicable Issuing Bank and the Administrative Agent (at least Agent, no less than three Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form Notice of Exhibit C-3 L/C Activity requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business DayDay at least three Business Days after the form of such Letter of Credit or amendment, renewal or extension has been agreed by the Borrower, the applicable Issuing Bank and the beneficiary), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter Letter of credit Credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. . (ii) A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (iA) with respect to any Revolving Letter of Credit, (1) the total Revolving Facility Credit Exposure shall not exceed the applicable total Revolving Facility CommitmentsCommitments and (2) the aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Revolving L/C Issuing Commitment or (B) with respect to any DSR Letter of Credit, (ii1) the total DSR Facility Exposure for the applicable Tranche shall not exceed the total DSR Commitments for such Tranche and (2) the aggregate available amount of all DSR Letters of Credit issued by any Issuing Bank for the applicable Tranche shall not exceed such Issuing Bank’s DSR L/C Issuing Commitment for such Tranche. (iii) If, on the Term Conversion Date after giving effect to the reduction in the Revolving L/C Exposure shall not exceed Issuing Commitments (as provided in the Letter of Credit Sublimit and (iii) definition thereof), the aggregate outstanding available amount of all Revolving Letters of Credit issued by such any Issuing Bank shall not exceed the applicable amount set forth for exceeds such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter Revolving L/C Issuing Commitment, then the Borrower shall deposit cash collateral in effect) applicable an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, in an amount equal to letters 102.5% of creditany such excess.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the currency and amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If In connection with any request for a Letter of Credit and if requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit (i) in the case of such request from JPMCB as the Issuing Bank with respect to a standby or commercial Letter of Credit, a letter of credit application on substantially in the form attached as an annex to the LC Continuing Agreement Form with such changes as may be agreed between the Borrower and such Issuing Bank’s standard form , (ii) in connection the case of such request from JPMCB as the Issuing Bank with any request for respect to a direct pay Letter of Credit, a letter of credit application in a form reasonably satisfactory to the Borrower and such Issuing Bank or (iii) in the case of such request from any other Issuing Bank, a letter of credit application substantially in the form attached as an annex to the LC Continuing Agreement with such changes as shall be agreed between the Borrower and such Issuing Bank, or in the standard application in use by such Issuing Bank. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the total Revolving Facility Credit Exposure Total Exposures shall not exceed the applicable total Revolving Facility CommitmentsTotal Commitments and no Revolving Lender’s Revolving Total Exposure shall exceed such Revolving Lender’s Revolving Total Commitment, (ii) the Revolving L/C total LC Exposure shall not exceed the Letter of Credit Sublimit and $300,000,000, (iii) the aggregate outstanding amount portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not exceed the LC Commitment of such Issuing Bank and (iv) if such Letter of Credit is denominated in a Designated Foreign Currency, the US Dollar Equivalent of the portion of the LC Exposure attributable to Letters of Credit denominated in such Designated Foreign Currency and issued by the applicable Issuing Bank shall not exceed the cap (if any) imposed by such applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated with respect to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Designated Foreign Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension extension, or such shorter period lesser time as acceptable to the Administrative Agent U.S. Borrower and the applicable relevant Issuing Bank in their sole discretion may agreeBank) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, attaching the Letter of Credit which must be in an agreed form (between the U.S. Borrower and the relevant Issuing Bank) and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which may be U.S. Dollars or any Alternative Currency), the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, as the case may be, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall will not exceed the Letter of Credit Sublimit Sublimit, (ii) Total Revolving Facility Exposure will not exceed the lesser of (A) the Total Revolving Facility Commitments and (B) the Global Borrowing Base, (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall U.S. Revolving Facility Exposure will not exceed the applicable amount set forth for such Issuing Bank U.S. Sublimit, (iv) the Total Revolving Facility Exposure less the German Revolving Facility Exposure will not exceed the Specified Sublimit and (v) all conditions precedent in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement Section 4.01 have been satisfied or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditwaived.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent on the third Business Day (at least three Business Days in advance or such other period of time acceptable to the applicable Issuing Bank) prior to requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph subsection (cb) of this SectionSection 2.03), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-such 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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or Credit, the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit total LC Exposure shall not exceed the applicable Revolving Facility Commitments$50,000,000, and (ii) the sum of the aggregate outstanding principal amount of the Revolving L/C Credit Advances made by all Lenders plus the total LC Exposure shall not exceed the Letter of Credit Sublimit and (iii) at any time the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more Commitments of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditLenders.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank extension, but in their sole discretion may agreeany event no less than three Business Days) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the applicable Co-Borrower also issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility CommitmentsIssuing Bank Sublimit, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving L/C Exposure shall not exceed the total Revolving Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower so requests in any applicable letter of credit application, the relevant Issuing Bank may, in its discretion, agree to issue a Letter of Credit Sublimit and that has automatic extension provisions (iiieach, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit the relevant 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 not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, unless otherwise directed by the relevant Issuing Bank, the Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the aggregate outstanding amount relevant Issuing Bank to permit the extension of Letters such Letter of Credit issued by at any time to an expiry date not later than five (5) Business Days prior to the Maturity Date (such date, the “Letter of Credit Expiration Date”), unless each Revolving Lender (in its sole discretion) has approved a later expiry date; provided, that the relevant Issuing Bank shall not exceed the applicable amount set forth for permit any such extension if (A) such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, has determined that it would have no Issuing Bank shall be obligated obligation at such time to issue an Alternate Currency such Letter of Credit if such Issuing Bank does not otherwise issue letters in its extended form under the terms hereof (by reason of credit in such Alternate Currency. Notwithstanding any other provision the provisions of clause (a) or (b) of this Agreement Section 2.19 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 from the Administrative Agent, any other Loan Document to Revolving Lender or the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate Borrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied; provided, further, that the relevant Issuing Bank’s policies Bank may permit any such extension to an expiry date later than the Letter of Credit Expiration Date if the LC Exposure in respect of such Letter of Credit has been cash collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank (now or hereafter it being understood and agreed that, in effectsuch case, the obligations of the Revolving Lenders to reimburse any drawing under such Letter of Credit pursuant to the terms hereof following the Letter of Credit Expiration Date shall terminate as of the Letter of Credit Expiration Date, unless all of the Revolving Lenders (in their sole discretion) applicable to letters of credithave approved such later expiry date).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Parent Borrower shall hand deliver deliver, telecopy or telecopy (or transmit by electronic communication, if arrangements for doing so have been pursuant to procedures approved by the applicable Issuing Bank) electronically transmit to the applicable Issuing Bank and, in the case of a Commercial Letter of Credit if the Administrative Agent shall have so requested and in the case of all Standby Letters of Credit, the Administrative Agent (at least in the case of (i) Letters of Credit denominated in dollars, reasonably in advance of the requested date of issuance, amendment, renewal or extension, (ii) Letters of Credit denominated in Euros, prior to 12:00 noon, New York City time, three Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension and (iii) Letters of Credit denominated in any Alternative Currencies other than Euros, prior to 12:00 noon, New York City time, four Business Days in advance of the requested date of issuance, amendment, renewal or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day)extension, the date on currency in which such Letter of Credit is to expire be denominated (which shall comply with paragraph (c) of this Sectionbe dollars or, subject to Section 2.18, an Alternative Currency), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit, provided that in no event shall any Issuing Bank other than JPMorgan Chase Bank, N.A. or one or more other Issuing Banks designated from time to time by the Parent Borrower and reasonably acceptable to the Administrative Agent issue any Alternative Currency Letter of Credit hereunder. If requested by the applicable Issuing Bank, the Parent Borrower (or the applicable Co-Parent Borrower and a Subsidiary) 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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Dollar Equivalent of the LC Exposure with respect to Letters of Credit shall not exceed $50,000,000 and (ii) the total Revolving Facility Credit Exposure Exposures shall not exceed the applicable total Commitments. Subsequent to the receipt by any Issuing Bank of a Notification Instruction (as defined below) from the Administrative Agent which shall not have been withdrawn, such Issuing Bank will contact the Administrative Agent prior to the issuance or increase in any Letter of Credit to determine whether or not such issuance or increase would result in any of the limitations set forth in the preceding sentence being exceeded. For purposes of this Section 2.04(b), a “Notification Instruction” shall mean any instruction from the Administrative Agent requiring that an Issuing Bank make the calculations described in the preceding sentence, which instruction the Administrative Agent (i) may deliver at any time when it determines that the percentage which the aggregate Revolving Facility Commitments, Credit Exposures constitutes of the aggregate Commitments then in effect is greater than 80% and (ii) will withdraw when it determines that such percentage is equal to or less than 80%. For purposes of the Revolving L/C Exposure shall not exceed third preceding sentence the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate any Alternative Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more the Dollar Equivalent thereof calculated on the basis of the applicable Issuing Bank’s policies (now or hereafter Exchange Rate determined in effect) applicable to letters of creditaccordance with Section 1.05.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an any automatic extension in accordance with renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three five Business Days in advance of (or such shorter period as agreed to by the applicable Issuing Bank) prior to the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the requested date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, the purpose and nature of the requested Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be requested by the applicable Issuing Bank as necessary to issueenable such Issuing Bank to prepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 CreditCredit and such other documents and information pertaining to the applicable Letter of Credit as such Issuing Bank or the Administrative Agent may require. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each any Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility CommitmentsLC Sublimit (unless otherwise agreed by the Administrative Agent and the Issuing Banks), (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment, (iii) the aggregate amount of the outstanding Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s LC Commitment, (iv) the Aggregate Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit Aggregate Revolving Commitment and (iiiv) following the aggregate outstanding amount effectiveness of any Maturity Date Extension Request with respect to the Revolving Commitments, the LC Exposure in respect of all Letters of Credit issued by such Issuing Bank having an expiration date after the second Business Day prior to the Existing Maturity Date shall not exceed the applicable amount set forth for such aggregate Revolving Commitments of the Consenting Lenders extended pursuant to Section 2.21. Each Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank agrees that it shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding permit any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, renewal or extension or increase would violate one or more of a Letter of Credit to occur unless it shall have given to the applicable Issuing Bank’s policies Administrative Agent written notice thereof as required under paragraph (now or hereafter in effectl) applicable to letters of creditthis Section.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-relevant Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank Lender and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in specifying the form name of Exhibit C-3 the relevant Borrower and requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which shall be Dollars or, subject to Section 2.21, an Alternative Currency), the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing BankLender, the Borrower or the applicable Co-relevant Borrower also shall submit a letter of credit application on such Issuing BankLender’s standard form in connection with any request for a Letter of Credit. Following receipt of such notice and prior to the issuance of the requested Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Letter of Credit and shall notify the Parent Borrower, the relevant Borrower and the applicable Issuing Lender of the amount of the Total Domestic Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Domestic Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Parent Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Parent Borrower or and the applicable Co-relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility LC Exposure shall not exceed $250,000,000, (ii) the LC Exposure with respect to Letters of Credit denominated in Dollars, pounds sterling and Euros shall not exceed $250,000,000, (iii) the Alternative Currency LC Exposure with respect to Letters of Credit denominated in any Alternative Currency (other than pounds sterling or Euros) shall not exceed $75,000,000 and (iv) the Total Domestic Exposure shall not exceed the applicable total Domestic Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Applicant Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, (subject to paragraph (n) of this Section) the currency in which such Letter of Credit is to be denominated, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower Applicant Party 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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Applicant Party shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit $200,000,000 and (iiiii) the aggregate outstanding amount of Letters of U.S. Revolving Facility Credit issued by such Issuing Bank Exposure shall not exceed the applicable amount set forth for total U.S. Revolving Facility Commitments (less the unused U.S. Revolving Facility Commitments of any Defaulting U.S. Revolving Facility Lender at such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credittime).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Trade Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrowers shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Trade Letter of Credit, or identifying the Trade Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Trade Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Trade Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Trade Letter of Credit. The Borrower shall deliver to the Administrative Agent no later than 3:30 p.m., New York City time, on each Business Day a written report, in form and substance reasonably satisfactory to the Administrative Agent, of all Trade Letters of Credit issued, amended, renewed or extended on such Business Day. To request the issuance of a Stand-by Letter of Credit (or the applicable Co-Borrower amendment, renewal or extension of an outstanding Letter of Credit), the Borrowers shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Stand-by Letter of Credit, or identifying the Stand-by Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Stand-by Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Stand-by Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Stand-by Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower Borrowers 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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit Stand-by LC Exposure shall not exceed the applicable Revolving Facility Commitments, $50,000,000 and (ii) after giving effect to the Revolving L/C Exposure issuance of such Letter of Credit, Availability shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditless than zero.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (other than an automatic extension renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three (3) Business Days Days, in the case of Revolving Letters of Credit denominated in Euro, and otherwise two (2) Business Days, in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Revolving Letter of Credit, the amount of such Revolving Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend amend, renew or extend such Revolving Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Revolving Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, total Commitments and (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding available amount of all Revolving Letters of Credit issued by such any Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditRevolving L/C Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower such Account Party 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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Account Party shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, $500,000,000 and (ii) the sum of the total Revolving L/C Exposure Credit Exposures shall not exceed the Letter total Commitments. Each Issuing Bank shall provide to the LC Agent and the Administrative Agent not later than 3:00 p.m. (or promptly thereafter, if unable to do so by 3:00 p.m.), New York City time, on the first Business Day of Credit Sublimit and each calendar week a report of such Issuing Bank setting forth (iiii) the aggregate outstanding amount of all Letters of Credit issued by such Issuing Bank shall not exceed that are outstanding as of 3:00 p.m. on the applicable last Business Day of the preceding calendar week, (ii) the average daily undrawn amount set forth for of all Letters of Credit issued by such Issuing Bank for each calendar day during the period since the last calendar day covered by the preceding weekly report (or, in the definition case of “the first weekly report, during the period from and including the Effective Date) and (iii) the aggregate amount of LC Disbursements made by such Issuing Bank” hereunderBank and not reimbursed as of the time of such report. For In addition to providing such weekly reports, each Issuing Bank shall, from time to time upon request of the avoidance LC Agent or the Administrative Agent, provide the LC Agent and the Administrative Agent with information of doubtthe type referred to in the immediately preceding sentence on a more frequent basis. The LC Agent shall provide to each Lender not later than 3:00 p.m. (or promptly thereafter, no if unable to do so by 3:00 p.m.), New York City time, on the first Business Day of each calendar month a report setting forth the aggregate amount of all Letters of Credit that are outstanding as of the date of the most recent weekly reports delivered by the Issuing Banks to the Administrative Agent pursuant to clause (i) of the immediately preceding paragraph. Neither the LC Agent nor the Administrative Agent nor any Issuing Bank shall be obligated have any duty or obligation at any time to issue an Alternate Currency monitor the LC Exposure relative to the total Commitments and neither the LC Agent nor the Administrative Agent nor any Issuing Bank shall have any liability in respect of the issuance, amendment, renewal or extension of a Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if extent that such issuance, amendment, renewal or extension or increase would violate one or more results in the total Revolving Credit Exposures exceeding the total Commitments. It shall be the responsibility of the applicable Issuing Bank’s policies (now Borrowers and the Account Parties to ensure that, after giving effect to the issuance, amendment, renewal or hereafter in effect) applicable to letters extension of crediteach Letter of Credit, the sum of the total Revolving Credit Exposures does not exceed the total Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Agent shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three two Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the is acceptable to Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance F attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal of a Letter of Credit, the Borrower Agent shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Creditrenewal. Requests for issuance, the Class of Revolving Facility Commitments such Letter of Credit is to amendment, renewal or extension must be issued under and accompanied by such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by Administrative Agent or the applicable Issuing Bank, the Borrower or the applicable Co-Borrower Agent 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 conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Agent to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon on issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility LC Exposure shall, subject to Sections 2.09(b) and 2.23(f), not exceed $50,000,000, and (ii) the aggregate amount of Credit Exposure Extensions shall not exceed the applicable Revolving Facility Commitments, (ii) ABL Line Cap. Promptly after the Revolving L/C Exposure shall not exceed the delivery of any Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters or any amendment to a Letter of Credit issued by such to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Agent and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall not exceed notify the applicable amount set forth for Lenders, in writing, of such Issuing Bank in Letter of Credit or amendment, and if so requested by a Lender, the definition Administrative Agent will provide such Lender with copies of “Issuing Bank” hereundersuch Letter of Credit or amendment. For Notwithstanding the avoidance of doubtforegoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase modify any Letter of Credit if if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such issuance, amendment, extension or increase Person and its Affiliates would violate one or more of the applicable exceed such Issuing Bank’s policies Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request 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 (now or hereafter in effecti) applicable to letters of creditthis Section 2.06(b).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Representative shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three (3) Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 D-3 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 shall be a Business Day), the Borrower (or Parent, or Subsidiary thereof) for which such Letter of Credit is to be issued (and, if for Parent or a Subsidiary that is not a Borrower, the Borrower that is responsible under this Agreement for making payments with respect to such Letter of Credit hereunder, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) with respect to such Issuing Bank, the sum of the aggregate face amount of Letters of Credit issued by such Issuing Bank, when aggregated with the outstanding Revolving L/C Exposure Facility Loans funded by such Issuing Bank, shall not exceed the Letter of Credit Sublimit and its Revolving Facility Commitment, (iii) with respect to such Issuing Bank, the sum of the aggregate outstanding face amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency its Letter of Credit if such Issuing Bank does Commitment, (iv) the Revolving L/C Exposure shall not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to exceed the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any applicable Letter of Credit if such issuanceSublimit and (v) prior to the Spinoff Date, amendmentthe Revolving Facility Credit Exposure shall not exceed $750,000,000. Additionally, extension or increase would violate one or more Barclays Bank PLC shall be under no obligation to issue any Trade Letter of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditCredit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable respective Issuing Bank) to the applicable an Issuing Bank selected by it and to the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank extension, but in their sole discretion may agreeany event no less than three (3) Business Days) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the applicable Co-Borrower also issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extensionextension (i)(x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (iii) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Overall LC Sublimit and (iii) no Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment. The Borrower may, at any time and from time to time, reduce the aggregate outstanding amount of Letters Letter of Credit issued Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not exceed otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable amount set forth for on the Effective Date and that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) the definition issuance of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency such Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more policies of the applicable such Issuing Bank’s policies (now or hereafter in effect) Bank applicable to letters of creditcredit generally.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of any Letter of Credit, the Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three (3) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any issuance to be made on the Original Closing Date, one Business Day prior to the Original Closing Date), a written Letter of Credit (or the Request. To request an amendment, extension or renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of CreditCredit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy submit a written Letter of Credit Request (or transmit which may be transmitted by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the applicable respective Issuing Bank) to the applicable Issuing Bank and (with a copy to the Administrative Agent (Agent) at least three (3) Business Days in advance of the requested date of issuanceamendment, amendment extension or extension renewal (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business DayBank), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Borrower or the applicable Co-Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any form in connection with 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 request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default that is in direct conflict with this Agreement, and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement. No Letter of Credit may be issued, amended amended, extended or extended only if renewed unless (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit Credit, the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or amendment, extension, or renewal (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall does not exceed the Letter of Credit Sublimit and Sublimit, (iiiii) the aggregate outstanding amount portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such any Issuing Bank does not otherwise issue letters exceed the LC Commitment of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue(unless otherwise agreed by such Issuing Bank) and (iii) (A) the Revolving Credit Exposure of any Lender does not exceed such L▇▇▇▇▇’s Revolving Credit Commitment, amend, extend, renew or increase any (B) the aggregate amount of the Revolving Credit Exposure does not exceed the aggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit if such issuancehas a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, amendment, extension or increase would violate one or more the aggregate amount of the applicable Issuing Bank’s policies (now or hereafter LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect) applicable effect that are scheduled to letters of creditremain in effect after such Maturity Date.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank which is being requested to issue (or issued, in the case of an amendment, renewal or extension) the Letter of Credit and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank extension, but in their sole discretion may agreeany event no less than three (3) Business Days) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable such Issuing Bank, the Borrower or the applicable Co-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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters the LC Exposure of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Individual Issuing Bank in Sublimit and (ii) the definition total Revolving Credit Exposures shall not exceed the total Revolving Commitments, excluding the Revolving Credit Exposure and Revolving Commitment of “Issuing Bank” hereunder. For the avoidance any Lender that is not participating by operation of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditSection 2.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or the applicable Co-Borrower shall hand deliver or telecopy facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent ((i) in the case of Letters of Credit to be issued in dollars, prior to 1:00 p.m., New York City time, at least three Business Days and (ii) in advance the case of Letters of Credit to be issued in an LC Alternative Currency, prior to 1:00 p.m., New York City time, at least five Business Days prior to the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the Loan Party or Restricted Subsidiary for whose account such Letter of Credit is to be issued, the currency in which such Letter of Credit will be denominated (which may be in: (x) dollars or an LC Alternative Currency in the case of U.S. Letters of Credit and (y) dollars or Canadian Dollars in the case of Canadian Letters of Credit), the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit aggregate LC Exposure shall not exceed the applicable Revolving Facility CommitmentsLC Aggregate Maximum Amount, (ii) U.S. Availability shall not be less than zero, (iii) Canadian Availability shall not be less than zero, (iv) Aggregate Availability shall not be less than zero, (v) the Revolving L/C aggregate LC Exposure with respect to all Letters of Credit issued in an LC Alternative Currency shall not exceed the Letter of Credit Sublimit and LC Alternative Currency Sublimit, (iiivi) the aggregate outstanding amount LC Exposure of Letters of Credit issued by such the applicable Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies LC Individual Sublimit, and (now or hereafter in effectvii) applicable to letters of crediteach Lender’s U.S. Revolving Exposure, Canadian Revolving Exposure and Revolving Exposure shall not exceed such ▇▇▇▇▇▇’s U.S. Commitment, Canadian Commitment and Revolving Commitment, respectively.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three two (2) Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance F attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal of a Letter of Credit, the Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two (2) Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Creditrenewal. Requests for issuance, the Class of Revolving Facility Commitments such Letter of Credit is to amendment, renewal or extension must be issued under and accompanied by such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 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. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon on issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments$40,000,000, (ii) the total Revolving L/C Exposure Exposures shall not exceed the Letter lesser of Credit Sublimit the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) and (iii) the aggregate outstanding amount of Letters of Tranche A Credit issued by such Issuing Bank Extensions shall not exceed the applicable amount set forth for such Issuing Bank in lesser of the definition Aggregate Tranche A Commitments and the Tranche A Borrowing Base. Promptly after the delivery of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuanceor any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Tranche A Lenders, in effect) applicable writing, of such Letter of Credit or amendment, and if so requested by a Tranche A Lender, the Administrative Agent will provide such Tranche A Lender with copies of such Letter of Credit or amendment. With respect to letters commercial Letters of creditCredit, each Issuing Bank shall on the first Business Day of each week submit to the Administrative Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit for the previous calendar week.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Agent shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) , to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may shall be Dollars or any Alternate CurrencyCanadian Dollars) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower Agent 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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower Agent shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the aggregate Revolving Facility Credit Exposure of the applicable Class shall not exceed the applicable aggregate Revolving Facility Commitments, Commitments of such Class and (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) Sublimit. No Issuing Bank shall be required to issue a Letter of Credit if the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not would exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency its Letter of Credit if such Issuing Commitment; provided, that Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision America, N.A., as issuer of this Agreement or any other Loan Document to the contraryExisting Letters of Credit, no Issuing Bank shall be required to issue, amend, extend, renew or increase any agrees that the Existing Letters of Credit may exceed its Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditCommitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, (x) in the case of any Letter of Credit requested in US Dollars or Canadian Dollars, at least three (3) Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank or, in their sole discretion may agreethe case of any issuance to be made on the Closing Date, one (1) Business Day prior to the Closing Date) and (y) in the case of any Letter of Credit requested in any other currency, at least five (5) Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting B-2 attached hereto (the issuance “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three (3) Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may must be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to issue, amend amend, extend or extend renew such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended amended, extended or extended renewed only if (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension, or extensionrenewal, (i) in the Revolving Facility Credit case of a US Letter of Credit, the US LC Exposure shall does not exceed the applicable Revolving Facility CommitmentsUS Letter of Credit Sublimit, (ii) in the Revolving L/C case of a Canadian Letter of Credit, the Canadian LC Exposure shall does not exceed the Canadian Letter of Credit Sublimit and Sublimit, (iii) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate Commitment, (iv) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the US Borrower plus (y) the aggregate amount of all LC Obligations in respect of US Letters of Credit issued by such Issuing Bank shall would not exceed the applicable US Line Cap and (v) the sum of (x) the aggregate outstanding principal amount set forth for such Issuing Bank of all Revolving Loans made to the Canadian Borrower plus (y) the aggregate amount of all LC Obligations in the definition respect of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter Canadian Letters of Credit if such Issuing Bank does would not otherwise issue letters exceed the Canadian Line Cap. Promptly after the delivery of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuanceor any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter in effect) applicable to letters of creditamendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least not less than three (3) Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit to be amended amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.08(d)); (civ) of this Section), specifying the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by ; and (vi) specifying the applicable Issuing Bankamount of the then effective Borrowing Base, the Borrower current Aggregate Revolving Credit Exposures (without regard to the requested Letter of Credit or the applicable Co-Borrower also shall submit a letter requested amendment, renewal or extension of credit application on such Issuing Bank’s standard form in connection with any request for a an outstanding Letter of Credit. A ) and the pro forma Aggregate Revolving Credit Exposures (giving effect to the requested Letter of Credit shall be issuedor the requested amendment, amended or extended only if (and upon issuance, amendment renewal or extension of each an outstanding Letter of Credit the Borrower or the applicable Co-Borrower Credit). Each notice shall be deemed to represent and warrant that), constitute a representation that after giving effect to such the requested issuance, amendment amendment, renewal or extension, as applicable, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, LC Commitment and (ii) the Aggregate Revolving L/C Exposure Credit Exposures shall not exceed the Letter of Credit Sublimit and (iii) Aggregate Commitments. Notwithstanding the aggregate outstanding amount of Letters of Credit issued by such foregoing, the Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall at any time be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase extend any Letter of Credit if any Lender is at such time an Impacted Lender hereunder, unless (x) the Borrower cash collateralizes such Impacted Lender’s portion of the total LC Exposure (calculated after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit) in accordance with the procedures set forth in Section 2.08(k) or increase would violate one (y) the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank in its sole discretion with the Borrower or more of such Impacted Lender to eliminate the applicable Issuing Bank’s policies (now or hereafter in effect) applicable risk with respect to letters such Impacted Lender’s portion of creditthe total LC Exposure.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, extension or renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes is a Standby Financial Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Performance Letter of Credit is (subject to be issued under confirmation of such status by the applicable Issuing Bank, acting reasonably and in consultation with the Borrower), and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments$1,200,000,000, (ii) the Revolving L/C Credit Exposure plus the Competitive Loan Exposure shall not exceed the Letter of Credit Sublimit total Commitments and (iii) following the aggregate outstanding amount effectiveness of any Maturity Date Extension Request, the LC Exposure in respect of all Letters of Credit having an expiration date after the fifth Business Day prior to the Existing Maturity Date shall not exceed the aggregate Commitments of the Consenting Lenders extended pursuant to Section 2.21; provided that an Issuing Bank shall not issue, amend, renew or extend any Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension, or increase the stated face amount, of such Letter of Credit) if it shall have been notified by the Administrative Agent at the written request of the Required Lenders that a Default or an Event of Default has occurred and is continuing and that, as a result, no further Letters of Credit shall be issued by it (a “Letter of Credit Suspension Notice”); provided that such Issuing Bank shall not exceed have received such Letter of Credit Suspension Notice within a sufficient amount of time to process internally the instructions therein contained. Each determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit shall be made by the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder, acting reasonably and in consultation with the Borrower and, once made, shall be conclusive and binding upon the Borrower, the Lenders and the Issuing Banks. For Notwithstanding the avoidance of doubtforegoing, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such issuanceIssuing Bank from issuing such Letter of Credit, amendmentor any requirement of law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, extension or increase request that such Issuing Bank refrain from the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuing thereof would violate one or more policies of the applicable such Issuing Bank’s policies ; or (now or hereafter iii) such Letter of Credit is to be denominated in effect) applicable to letters of credita currency other than dollars.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To (i) In order to request the issuance of a Revolving Letter of Credit or to amend, renew or extend an existing Revolving Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding any Revolving Letter of CreditCredits issued on the Closing Date), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by fax to the applicable Issuing Bank) to , the applicable Issuing Bank Loan Insurer and the Administrative Agent (at least no less than three (3) Business Days (or such shorter period of time acceptable to the Issuing Bank) in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice notice, substantially in the form of Exhibit C-3 C-3, requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment or extension issuance (which shall be a Business Day), amendment, renewal or extension, the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the amount and currency (which may be Dollars or any Alternate Currency) of such Revolving Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is documents to be issued under presented by such beneficiary in case of any drawing thereunder and such other information as shall be necessary to issue, amend or extend prepare such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended amended, renewed or extended only if (if, and upon issuance, amendment amendment, renewal or extension of each Revolving Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Aggregate Revolving Facility Credit Exposure shall not exceed the applicable Total Revolving Facility Commitments, Credit Commitment. (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no The Issuing Bank shall be obligated under no obligation to issue an Alternate Currency amend any Revolving Letter of Credit if such (A) the Issuing Bank does not otherwise would have no obligation at such time to issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Revolving Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Revolving Letter of Credit does not accept the proposed amendment to such Revolving Letter of Credit. (iii) Promptly after receipt of any such notice described in clause (i) above the Issuing Bank will confirm with the Administrative Agent (in writing or by telephone and promptly thereafter in writing) that the Administrative Agent has received a copy of such notice from the Borrower and, if such not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Upon receipt by the Issuing Bank of confirmation from the Administrative Agent that the requested issuance, amendment, renewal or extension or increase would violate one or more is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Revolving Letter of Credit for the account of the Borrower or enter into the applicable amendment, renewal or extension, as the case may be, in each case in accordance with the Issuing Bank’s policies usual and customary business practices. Immediately upon the issuance of each Revolving Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing bank a participation in such Revolving Letter of Credit in an amount equal to such Revolving Credit Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Revolving Letter of Credit as set forth in Section 2.22(d). (now or hereafter in effectiv) applicable In the event of any conflict between the terms hereof and the terms of any notice delivered pursuant to letters of credit.clause (i) above, the terms hereof shall control

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (other than an automatic extension renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form of Exhibit C-3 requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Revolving Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend amend, renew or extend such Revolving Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Revolving Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable total Revolving Facility Commitments, Commitments and (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding available amount of all outstanding Revolving Letters of Credit issued by such the Issuing Bank Banks shall not exceed the aggregate Revolving L/C Commitment. No Letter of Credit shall be a commercial letter of credit unless agreed by the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditits sole discretion.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. (i) To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension renewal in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by facsimile or electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) communication to the applicable Issuing Bank and the Administrative Agent (at least Agent, no less than three Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form Notice of Exhibit C-3 L/C Activity requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business DayDay at least three Business Days after the form of such Letter of Credit or amendment, renewal or extension has been agreed by the Borrower, the applicable Issuing Bank and the beneficiary), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter Letter of credit Credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. . (ii) A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, with respect to any Revolving Letter of Credit, (iA) the total Revolving Facility Credit Exposure shall not exceed the applicable total Revolving Facility CommitmentsCommitments and (B) the aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Revolving L/C Issuing Commitment. (iii) If, (ii) on the Term Conversion Date after giving effect to the reduction in the Revolving L/C Exposure shall not exceed Issuing Commitments (as provided in the Letter of Credit Sublimit and (iii) definition thereof), the aggregate outstanding available amount of all Revolving Letters of Credit issued by such any Issuing Bank shall not exceed the applicable amount set forth for exceeds such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter Revolving L/C Issuing Commitment, then the Borrower shall deposit cash collateral in effect) applicable an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, in an amount equal to letters 102.5% of creditany such excess.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, extension (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and Sublimit, (iiiii) the aggregate outstanding amount of Letters of Revolving Facility Credit issued by such Issuing Bank Exposure shall not exceed the applicable Revolving Facility Commitments and (iii) no Alternate Currency Letter of Credit shall be issued if, after giving effect thereto, the aggregate amount set forth for of Revolving L/C Exposure with respect to all Alternate Currency Letters of Credit would exceed $50,000,000 (or such larger amount within the Letter of Credit Sublimit as the Administrative Agent and the applicable Issuing Bank in the definition of “Issuing Bank” hereundermay agree). For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Revolver Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days in advance (or in the case of a Letter of Credit denominated in an Alternative Currency at least five Business Days in advance) of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached hereto. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Revolver Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of issuanceamendment, amendment extension or extension renewal (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of CreditBank), or identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may must be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and accompanied by such other information as shall be necessary to issue, amend amend, extend or extend renew such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Revolver 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 conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Revolver Borrower to, or entered into by the Revolver Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Revolver Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended amended, extended or extended renewed only if (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Revolver Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension, or extensionrenewal, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall does not exceed the Letter of Credit Sublimit Sublimit, (ii) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans and Swingline Loans (calculated, in the case of Revolving Loans denominated in an Alternative Currency, based on the Dollar Equivalent thereof), plus (y) the aggregate amount of all LC Exposure (calculated, in the case of Letters of Credit denominated in an Alternative Currency, based on the Dollar Equivalent thereof) would not exceed the Total Revolving Credit Commitment and (iii) unless otherwise consented to in writing by the aggregate outstanding amount of applicable Issuing Bank, the LC Exposure with respect to Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such any Issuing Bank does not otherwise issue letters exceed such Issuing Bank’s Letter of credit in such Alternate CurrencyCredit Percentage of the Letter of Credit Sublimit. Notwithstanding any other provision Promptly after the delivery of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuanceor any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now Bank will also deliver to the Revolver Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter in effect) applicable to letters of creditamendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-requesting Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable) to the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable, and, in the case of standby Revolving Letters of Credit and LC Facility Letters of Credit, the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying (A) the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), (B) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04(c), (C) the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, (D) the name and address of the beneficiary thereof, whether currency in which such Letter of Credit constitutes a Standby is to be denominated (which shall comply with Section 2.04(a)), (E) if such Letter of Credit or is a Trade Revolving Letter of Credit, the Class of Revolving Facility Commitments under which such Letter of Credit is to be issued under and whether such Revolving Letter of Credit is a commercial or standby Revolving Letter of Credit, (F) the name and address of the beneficiary thereof and (G) such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable, the requesting Borrower or the applicable Co-Borrower shall also shall submit a letter of credit application on such Issuing Bank’s or the LC Facility Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall not be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-requesting Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (ix) with respect to Revolving Letters of Credit, (I) the Revolving Facility Credit Outstandings (it being understood that with respect to the issuance, amendment, renewal or extension of any Letters of Credit under the U.S. Revolving Facility, commercial Revolving Letters of Credit having a Revolving LC Exposure of $15.0 million shall not at all times be deemed to be outstanding) under all Revolving Facilities would exceed the Revolving Commitments under all Revolving Facilities, (II) the Revolving Available Credit under the applicable Revolving Facility Commitmentswould be less than zero, (iiIII) with respect to any commercial Revolving Letters of Credit, the aggregate Revolving LC Exposure in respect of commercial Revolving Letters of Credit would exceed $15.0 million or (IV) the Revolving L/C LC Exposure shall not under all Revolving Facilities would exceed $250.0 million and (y) with respect to LC Facility Letters of Credit either (I) the LC Facility LC Exposure would exceed the Total LC Facility Deposit or (II) if any Later Expiring LC Facility Letter of Credit Sublimit and is then outstanding, the Later Expiring LC Facility Deposits would be less than the sum, without duplication, of (iiiA) the aggregate outstanding face amount of the Later Expiring LC Facility Letters of Credit issued by such Issuing Bank shall not exceed and (B) the applicable aggregate amount set forth for such Issuing Bank of unreimbursed LC Facility LC Disbursements in respect of the definition Later Expiring LC Facility Letters of “Issuing Bank” hereunderCredit. For Upon the avoidance issuance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency any standby Letter of Credit if such Issuing Bank does not otherwise issue letters or increase in the amount of credit in such Alternate Currencya standby Letter of Credit, the U.S. Borrower shall promptly notify the Agent thereof. Notwithstanding any other provision of this Agreement or any other Loan Document to the contraryAdditionally, no Revolving Issuing Bank shall be required to issue, amend, extend, extend or renew or increase any Revolving Letter of Credit issued pursuant to (x) any Revolving Facility if any Revolving Lender under such issuanceRevolving Facility is then a Defaulting Lender, amendment, extension or increase would violate one or more unless such Revolving Issuing Bank shall be satisfied that the related exposure will be 100% covered by the Revolving Commitments of the applicable non-Defaulting Lenders and/or cash collateral shall be provided by the Borrower in accordance with Section 2.04(n) and participating interests in any such newly issued Revolving Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.04(n) (and Defaulting Lenders shall not participate therein) or (y) the U.S. Revolving Facility if the expiration date of such Revolving Letter of Credit is after the Scheduled Termination Date for any U.S. Revolving Commitment which may then be outstanding unless the U.S. Borrower has entered into arrangements satisfactory to the Administrative Agent and the Issuing Bank’s policies Banks to eliminate the potential for an Issuing Bank to have uncovered exposure with respect to such Letter of Credit following the date of termination of any such U.S. Revolving Commitment. Each Issuing Bank and the LC Facility Issuing Bank will also furnish to the Agent an activity report (now which shall consist of, with respect to commercial Letters of Credit, the net aggregate daily amount available to be drawn plus bankers’ acceptances or hereafter deferred undertakings (in effecteach case, not constituting reimbursement obligations under clause (e) applicable of this Section 2.04) that were created upon presentation under such Letters of Credit (the “Net Daily Amount”) at the end of each day) with respect to letters the Letters of creditCredit issued by it no later than five Business Days following the end of each calendar quarter and on any other date reasonably requested by the Agent.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable an Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request to it for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit LC Exposure shall not not, taken together with the “LC Exposure” under the Restated Credit Agreement, exceed the applicable Revolving Facility Commitments$1,000,000,000, (ii) the Revolving L/C Unrestricted Subsidiary LC Exposure shall not exceed the Letter of Credit Sublimit $150,000,000 and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank total Revolving Exposures shall not exceed the applicable amount set forth for total Revolving Commitments. The Borrower shall certify at the time of each such Issuing Bank request in the definition respect of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency a Letter of Credit if such Issuing Bank does not otherwise issue letters for the account of credit an Unrestricted Subsidiary that an Investment in such Alternate Currency. Notwithstanding any other provision Unrestricted Subsidiary would be permitted at such time in the amount of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any such Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditunder Section 6.04.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding any Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) a notice substantially or, in the form case of Exhibit C-3 requesting any issuance to be made on the issuance Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit (other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)), or identifying the applicable Borrower shall submit a Letter of Credit Request to be amended or extended, and specifying the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of issuanceamendment, amendment extension or extension renewal (which shall be a Business Dayor such shorter period as is acceptable to the applicable Issuing Bank), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the applicable Borrower or the applicable Co-Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the applicable Borrower to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the applicable Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default that is in direct conflict with this Agreement, and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement. No Letter of Credit may be issued, amended amended, extended or extended only if renewed unless (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or Credit, the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension, or extensionrenewal, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall does not exceed the Letter of Credit Sublimit and Sublimit, (iiiii) the aggregate outstanding amount portion of the L/C Exposure attributable to Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such any Issuing Bank does not otherwise issue letters exceed the L/C Commitment of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue(unless otherwise agreed by such Issuing Bank) and (iii) (A) the Revolving Credit Exposure of any Lender does not exceed such Lender’s Revolving Credit Commitment, amend, extend, renew or increase any (B) the aggregate amount of the Revolving Credit Exposure does not exceed the aggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit if such issuancehas a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, amendment, extension or increase would violate one or more the aggregate amount of the applicable Issuing Bank’s policies (now or hereafter LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect) applicable effect that are scheduled to letters of creditremain in effect after such Maturity Date.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-relevant Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank Lender and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in specifying the form name of Exhibit C-3 the relevant Borrower and requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which shall be Dollars or, subject to Section 2.22, an Alternative Currency), the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing BankLender, the Borrower or the applicable Co-relevant Borrower also shall submit a letter of credit application on such Issuing BankLender’s standard form in connection with any request for a Letter of Credit. Following receipt of such notice and prior to the issuance of the requested Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Letter of Credit and shall notify the Parent Borrower, the relevant Borrower and the applicable Issuing Lender of the amount of the Total Domestic Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Domestic Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Parent Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Parent Borrower or and the applicable Co-relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (iA) the aggregate outstanding principal amount of all Domestic Revolving Facility Credit Loans plus the amount of all LC Exposure shall not exceed $300,000,000 and (B) the Total Domestic Exposure shall not exceed the applicable total Domestic Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such . No Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank Lender shall be obligated under any obligation to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if any Domestic Revolving Lender is at that time a Defaulting Lender, unless such issuanceIssuing Lender has entered into arrangements, amendmentincluding the delivery of cash collateral or other credit support to the Administrative Agent, extension satisfactory to such Issuing Lender (in its reasonable discretion) with the Parent Borrower or increase would violate one such Lender to eliminate such Issuing Lender’s actual or more potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of the applicable Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank’s policies (now Lender has actual or hereafter potential Fronting Exposure, as it may elect in effect) applicable to letters of creditits sole discretion.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable any Issuing Bank and the Administrative Agent (at least not less than three Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit issued by such Issuing Bank to be amended amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.08(c)); (civ) of this Section), specifying the amount and currency (which may be Dollars or any Alternate Currency) Currency of such Letter of Credit, ; and (v) specifying the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. Each such notice shall be deemed to constitute a representation and warranty by the Borrower that the matters specified in Section 6.02(a) through (d) will be satisfied on the date specified in clause (ii) of the immediately preceding sentence and that the terms of the proviso in Section 2.08(a) shall be satisfied. No letter of credit issued by an Issuing Bank (if the Issuing Bank is not the Administrative Agent) shall be deemed to be a “Letter of Credit” issued under this Agreement unless such Issuing Bank has confirmed with the Administrative Agent that the condition set forth in Section 6.02(d) hereof is satisfied and that the LC Exposure does not exceed the LC Commitment (after giving effect to the issuance of such letter of credit). If requested by the applicable any Issuing Bank, the Borrower or the applicable Co-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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of CreditCredit (other than an automatic extension permitted pursuant to clause (c) of this Section)), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date) a notice requesting the issuance of a Letter of Credit in the form of Exhibit J attached hereto or such other form as the Borrower, the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Creditagree to, or identifying the Letter of Credit to be amended amended, renewed or extended, extended and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 and provide any documentation or other information required by regulatory authorities under applicable “know your customer” rules and regulations for the beneficiary and any party to be named on such Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit Exposure shall not exceed amount of the applicable Revolving Facility Commitments, (ii) the Revolving L/C LC Exposure shall not exceed the Letter of Credit Sublimit Sublimit, (ii) the sum of the total Revolving Credit Exposures shall not exceed the Total Revolving Credit Commitments and (iii) the aggregate outstanding amount portion of the LC Exposure attributable to Letters of Credit issued by such the applicable Issuing Bank shall not exceed the applicable amount set forth for such its Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditSublimit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which may be a Foreign Currency), the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-such 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 or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, extension (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall will not exceed $100,000,000, (ii) the Revolving Facility Exposure will not exceed the Letter of Credit Sublimit and Revolving Facility Commitments, (iii) the aggregate outstanding amount Synthetic L/C Exposure will not exceed the total Credit-Linked Deposits of Letters all Synthetic L/C Lenders, and (iv) all conditions precedent in Section 4.01 have been satisfied (or waived by the (x) the Majority Lenders under the Revolving Credit Facility and (y) Synthetic L/C Lenders with Synthetic L/C Exposure and Excess Credit-Linked Deposits representing greater than 50% of Credit issued by such the total Synthetic L/C Exposure and Excess Credit-Linked Deposits of all Synthetic L/C Lenders). No Issuing Bank shall not exceed the applicable amount set forth for permit any such Issuing Bank issuance, renewal, extension or amendment resulting in an increase in the definition amount of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of without first obtaining written confirmation from the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditAdministrative Agent that it is then permitted under this Agreement.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To In order to request the issuance of a Letter of Credit (or the amendmentto amend, renewal (other than renew or extend an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding existing Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) fax to the applicable Issuing Bank and the Administrative Agent (at least no less than three Business Days (or such shorter period of time acceptable to the Issuing Bank) in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying whether such Letter of Credit shall be a Funded Letter of Credit or a Revolving Letter of Credit, the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be reasonably necessary to issue, amend or extend prepare such Letter of Credit. If requested by The Issuing Bank shall promptly (i) notify the applicable Issuing Bank, Administrative Agent in writing of the Borrower or the applicable Co-Borrower also shall submit a letter amount and expiry date of credit application on such Issuing Bank’s standard form in connection with any request for a each Letter of CreditCredit issued by it and (ii) provide a copy of such Letter of Credit (and any amendments, renewals or extensions thereof) to the Administrative Agent. A Funded Letter of Credit shall be issued, amended amended, renewed or extended only if (if, and upon issuance, amendment amendment, renewal or extension of each such Funded Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) extension the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving Funded L/C Exposure shall not exceed the Total Credit-Linked Deposit and that the other conditions expressly set forth herein are satisfied in respect thereto. A Revolving Letter of Credit Sublimit shall be issued, amended, renewed or extended only if, and (iii) upon issuance, amendment, renewal or extension of each such Revolving Letter of Credit the aggregate outstanding amount Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension, the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment and that the other conditions expressly set forth herein are satisfied in respect thereto. It is understood and agreed that the Revolving Letter of Credit Exposure in respect of Revolving Letters of Credit issued by such Issuing Deutsche Bank AG, New York Branch pursuant to this Agreement shall not exceed $300,000,000 at any time outstanding without the applicable amount set forth for such Issuing prior written consent of Deutsche Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubtAG, New York Branch, and Deutsche Bank AG, New York Branch shall have no Issuing Bank shall be obligated obligation to issue an Alternate Currency a Revolving Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currencythe foregoing limitation would be exceeded. Notwithstanding If the Borrower shall fail to specify whether any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any requested Letter of Credit is to be a Funded Letter of Credit or a Revolving Letter of Credit, then the requested Letter of Credit shall be deemed to be a Funded Letter of Credit unless the issuance thereof would result in the Funded L/C Exposure exceeding the Total Credit-Linked Deposit at such time, in which case it shall be deemed to be a Revolving Letter of Credit, but only if the issuance of a Revolving Letter of Credit is permissible at such issuancetime as described above. Notwithstanding the foregoing, amendment, extension or increase would violate one or more the issuance of Funded Letters of Credit shall also be subject to the applicable Issuing Bank’s policies (now or hereafter limitations set forth in effectSection 2.23(e) applicable to letters of creditbelow.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bankrecipient) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) extension, a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the requested date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueenable the applicable Issuing Bank to prepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon each issuance, amendment amendment, renewal or extension of each any Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit LC Exposure shall will not exceed the applicable Revolving Facility Commitments$25,000,000, (ii) the Aggregate Revolving L/C Exposure shall will not exceed the Letter of Credit Sublimit and Aggregate Revolving Commitment, (iii) the aggregate outstanding amount of Letters of Credit issued by such any Issuing Bank shall will not exceed the applicable amount set forth for Issuing Bank Sublimit of such Issuing Bank Bank, unless otherwise agreed to in writing by such Issuing Bank, and (iv) the aggregate amount of Revolving Loans (and Swingline Loans, in the definition case of “the Swingline Lender) and Letters of Credit issued by the applicable Issuing Bank will not exceed such Issuing Bank” ’s Revolving Commitments hereunder, unless otherwise agreed to in writing by such Issuing Bank. For the avoidance of doubt, no Each Issuing Bank agrees that it shall be obligated to issue an Alternate Currency not permit any issuance, amendment, renewal or extension of a Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Agreement or any other Loan Document to the contrary, no Section. No Issuing Bank shall be required to issue, amend, extend, renew amend or increase any extend a Letter of Credit if that is not in accordance with such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditstandard operating procedures.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of attached hereto as Exhibit C-3 D-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. The relevant Issuing Bank shall promptly notify the Administrative Agent of, and the Administrative Agent shall in turn promptly furnish to the Lenders notice of, any such issuance. If requested by the applicable relevant Issuing Bank, the Borrower or the applicable Co-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; provided that such letter of credit application shall not contain terms inconsistent with the terms of this Agreement and shall not impose any additional obligations, liabilities or Liens on any Loan Party during the term of this Agreement. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, LC Exposure Sublimit and (ii) subject to Section 2.04, the aggregate principal amount of the total Revolving L/C Exposure Credit Exposures shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credittotal Revolving Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy fax (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank extension, but in their sole discretion may agreeany event no less than three Business Days) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the applicable Co-Borrower also issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extensionextension the aggregate LC Exposure shall not exceed $500,000, (iii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Facility Credit Exposure shall not exceed the applicable aggregate Revolving Facility Commitments, (ii) . Notwithstanding the Revolving L/C Exposure shall not exceed foregoing or anything to the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubtcontrary contained herein, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase modify any Letter of Credit if if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such issuance, amendment, extension or increase Person and its Affiliates would violate one or more of the applicable exceed such Issuing Bank’s policies Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request 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 (now or hereafter in effecti) applicable to letters of creditthis Section 2.06(b).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable respective Issuing BankBank(s)) to the applicable one or more Issuing Bank Bank(s) selected by it and to the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the identity of the Borrower or Subsidiary for whose account such Letter of Credit is to be issued, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable respective Issuing BankBank(s), the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on the standard form of such Issuing Bank’s standard form Bank(s) in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the aggregate LC Exposure of all of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the Revolving Facility Credit Exposure Lenders pursuant to paragraph (d) of this Section 2.04) shall not exceed $1,770,000,000 (or if the applicable Revolving Facility CommitmentsCredit Commitments have been increased to a higher amount pursuant to Section 2.08(d), such higher amount), (ii) the sum of the total Revolving L/C Credit Exposure plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the Letter of total Revolving Credit Sublimit Commitments and (iii) the aggregate outstanding amount LC Exposure of Letters of Credit issued by such each Issuing Bank (so determined) shall not exceed the applicable amount that such Issuing Bank has agreed shall be its “Maximum LC Exposure”. Any Issuing Bank listed in the table below hereby agrees that its “Maximum LC Exposure” shall be the amount set forth for opposite the name of such Issuing Bank in such table: JPMorgan Chase Bank, N.A. $ 557,550,000 Citibank, N.A. $ 557,550,000 Bank of America, N.A. $ 252,667,500 Barclays Bank PLC $ 252,667,500 ▇▇▇▇▇ Fargo $ 149,565,000 The “Maximum LC Exposure” of any Issuing Bank that becomes such after the date hereof pursuant to a designation by the Borrower as contemplated in the definition of “Issuing BankBanks” hereundershall be the amount specified in the written instrument contemplated by said definition. For The “Maximum LC Exposure” of any Issuing Bank may be increased at any time pursuant to a written instrument executed and delivered between the avoidance Borrower, such Issuing Bank and the Administrative Agent. In no event shall any Revolving Credit Lender be obligated to increase its Maximum LC Exposure upon an increase of doubtRevolving Credit Commitments pursuant to Section 2.08(d). Concurrently with any reduction of the Revolving Credit Commitments pursuant to Section 2.10, no the “Maximum LC Exposure” of each Issuing Bank shall be obligated automatically reduced by an amount equal to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters LC Applicable Percentage of creditthe amount of such reduction.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three five Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance K attached hereto. To request an amendment, extension or renewal of a Letter of Credit, the Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least five Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended amended, extended or extendedrenewed, and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address other details of the beneficiary thereofamendment, whether such Letter of Credit constitutes a Standby Letter of Credit extension or a Trade Letter of Creditrenewal. Requests for issuance, the Class of Revolving Facility Commitments such Letter of Credit is to amendment, extension or renewal must be issued under and accompanied by such other information as shall be necessary to issue, amend amend, extend or extend renew such Letter of Credit. If In the case of Letters of Credit requested to be issued by the applicable Administrative Agent, in its capacity as an Issuing Bank, the Borrower or shall also submit a letter of credit application in the form of Exhibit L hereto, and in the case of any other applicable Co-Issuing Bank, if requested by such 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 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 Letter of Credit, letter of credit application or other document entered into by the Borrower with the applicable Issuing Bank relating to any Letter of Credit shall (x) contain any representations or warranties, covenants or events of default not set forth in this Agreement (for the avoidance of doubt, including the exhibits hereto) (and to the extent inconsistent herewith, shall be rendered null and void) and (y) all representations and warranties, covenants and events of default contained therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with this Agreement (and, to the extent inconsistent herewith, shall be deemed to incorporate such standards, qualifications, thresholds and exceptions contained herein without action by any other party). Unless otherwise agreed by the applicable Issuing Bank and the Borrower, each Letter of Credit shall be governed by the laws of the State of New York. A Letter of Credit shall be issued, amended amended, extended or extended renewed only if (and upon on issuance, amendment amendment, extension or extension renewal of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension, or extensionrenewal, (i) the LC Exposure shall, subject to Sections 2.08 and 2.21(i), not exceed the Letter of Credit Sublimit, (ii) the Aggregate Revolving Facility Credit Exposure shall not exceed the applicable Total Revolving Facility CommitmentsCredit Commitment, (iiiii) the Revolving L/C Credit Exposure shall of each Lender will not exceed the Letter of such Lender’s Revolving Credit Sublimit Commitment, and (iiiiv) the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” Bank hereunder; provided, if the Borrower determines that, in connection with any actual or anticipated Letter of Credit, less than the full amount of the Letter of Credit Sublimit would be available to the Borrower as a result of the application of this subclause (iii), then the applicable amount set forth for such Issuing Bank in the definition of Issuing Bank shall be reallocated as elected by the Borrower in consultation with each Issuing Bank and with the consent of any such Issuing Bank which has its applicable share increased as a result of such reallocation (and the Borrower and the Issuing Banks agree to take such actions as among themselves to accommodate any such reallocation). For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency a Letter of Credit in an Alternative Currency if such Issuing Bank does not otherwise issue letters of credit in such Alternate Alternative Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no No Issuing Bank shall be required under any obligation to issueissue any Letter of Credit if: (i) any order, amendjudgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, extendor any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, renew or increase request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank regarding completion of customary “know your customer” requirements on the beneficiary of such Letter of Credit and/or any Subsidiary of the Borrower that is a co-applicant for such Letter of Credit; (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than the Dollar Equivalent of $10,000; (iv) such Letter of Credit is to be denominated in a currency other than Dollars or any Alternative Currency; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; and (vi) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including reallocation of such Defaulting Lender’s Applicable Percentage of the outstanding LC Exposure pursuant to Section 2.20(d)(i) or the delivery of cash collateral, satisfactory to such Issuing Bank (in its sole discretion) by the Borrower to eliminate such Issuing Bank’s actual or potential fronting exposure (after giving effect to Section 2.20(d)(i)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential fronting exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such issuanceIssuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto. Promptly after the 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, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or hereafter in effect) applicable to letters of creditamendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or, in the case of an Alternate Currency Letter of Credit where the Issuing Bank is Barclays Bank PLC, at least five Business Days) in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-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 amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) with respect to the aggregate outstanding applicable Issuing Bank, the stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for Specified L/C Sublimit of such Issuing Bank then in the definition of “Issuing Bank” hereundereffect. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding any Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, at least three (3) Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) a notice substantially or, in the form case of Exhibit C-3 requesting any issuance to be made on the issuance Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit, or identifying Credit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to be amended or extended, and specifying the applicable Issuing Bank (with a copy to the Administrative Agent) at least three (3) Business Days in advance of the requested date of issuanceamendment, amendment extension or extension renewal (which shall be a Business Dayor such shorter period as is acceptable to the applicable Issuing Bank), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing BankBank in connection with any request for any Letter of Credit, the Borrower or the applicable Co-Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with 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 request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default that is in direct conflict with this Agreement, and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement. No Letter of Credit may be issued, amended amended, extended or extended only if renewed unless (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit Credit, the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or amendment, extension, or renewal (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall does not exceed the Letter of Credit Sublimit and Sublimit, (iiiii) the aggregate outstanding amount portion of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such any Issuing Bank does not otherwise issue letters exceed the LC Commitment of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue(unless otherwise agreed by such Issuing Bank) and (iii) (A) the Revolving Credit Exposure of any Lender does not exceed such ▇▇▇▇▇▇’s Revolving Credit Commitment, amend, extend, renew or increase any (B) the aggregate amount of the Revolving Credit Exposure does not exceed the aggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit if such issuancehas a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, amendment, extension or increase would violate one or more the aggregate amount of the applicable Issuing Bank’s policies (now or hereafter LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect) applicable effect that are scheduled to letters of creditremain in effect after such Maturity Date.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower Representative shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (Agent, prior to 12:00 p.m. on the date that is at least three Business Days in advance of the requested date of issuance, amendment or extension issuance (or such shorter period as the Administrative Agent and is acceptable to the applicable Issuing Bank in their sole discretion may agree) Bank), a notice substantially request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit C-3 requesting the issuance L attached hereto. To request an amendment, extension or renewal of an outstanding Letter of Credit (other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)), the Borrower Representative shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) prior to 12:00 p.m. on the date that is at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the applicable Borrower, the Letter of Credit to be amended amended, extended or extendedrenewed, the currency of the Letter of Credit to be amended, extended or renewed and specifying the proposed date of issuance, amendment or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may must be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and accompanied by such other information as shall be necessary to issue, amend amend, extend or extend renew such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower Representative 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 conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended amended, extended or extended renewed only if (and upon on the issuance, amendment amendment, extension or extension renewal of each Letter of Credit Credit, the Borrower or the applicable Co-Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, extension, or extensionrenewal, (i) the Revolving Facility Credit LC Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall does not exceed the Letter of Credit Sublimit (taking the US Dollar Equivalent of the relevant amount of any Letter of Credit denominated in an Alternate Currency), (ii) unless otherwise agreed by such Issuing Bank, the portion of the aggregate LC Exposure attributable to Letters of Credit issued by any Issuing Bank shall not exceed its LC Commitment and (iii) the sum of (x) the aggregate outstanding principal amount of Letters all Revolving Loans and Swingline Loans plus (y) the aggregate amount of Credit issued by such Issuing Bank shall all LC Obligations would not exceed the Total Revolving Credit Commitment. Promptly after the 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 amount set forth for such Issuing Bank in will also deliver to the definition Borrower Representative and the Administrative Agent a true and complete copy of “Issuing Bank” hereundersuch Letter of Credit or amendment. For Notwithstanding anything to the avoidance of doubtcontrary herein, no Issuing Bank (x) Jefferies shall not be obligated to issue an Alternate Currency Letter Letters of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement Canadian Dollars or any other Loan Document to the contrary, Alternative Currency and (y) no Issuing Bank shall will be required to issue, amend, extend, renew issue trade or increase any Letter commercial Letters of Credit if without such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditconsent.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-U.S. Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension extension, it being understood and agreed that the form of any Foreign Currency Letter of Credit requested to be issued for the account of the U.S. Borrower or such shorter period as any Subsidiary must be agreed upon between the Administrative Agent U.S. Borrower and the applicable Issuing Bank in their sole discretion may agreeat least three Business Days prior to the issuance thereof) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the currency applicable thereto, the name and address of the account party thereof (which shall be the U.S. Borrower or a Subsidiary, and if a Subsidiary then the U.S. Borrower and such Subsidiary shall be jointly and severally liable with respect to all Obligations relating to such Letter of Credit), the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-U.S. Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Letter of Credit the Borrower or the applicable Co-U.S. Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (i) the LC Exposure shall not exceed $30,000,000, (ii) the (A) Aggregate Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (iiB) the Revolving L/C Aggregate Commitments minus the Aggregate Ancillary Commitments and (iii) the sum of the Aggregate Total Exposure shall not exceed the Letter of Credit Sublimit and (iii) Aggregate Commitments. Notwithstanding the aggregate outstanding amount of Letters of Credit issued by such Issuing Bank’s agreements in this Section 2.06(b), the Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase extend any Letter of Credit if any Lender is at such issuancetime a Defaulting Lender hereunder, amendment, extension unless such Lender’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.24(a) or increase would violate one the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the U.S. Borrower or more of such Defaulting Lender to eliminate the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditFronting Exposure.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) amendment or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank which is being requested to issue (or issued, in the case of an amendment or extension) the Letter of Credit and the Administrative Agent (at least no less than three Business Days in advance of the requested date of issuance, amendment amendment, renewal or extension extension, or such shorter time period as the Administrative Agent and acceptable to the applicable Issuing Bank in their sole discretion may agreeBank) a notice in substantially in the form of attached hereto as Exhibit C-3 D requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the identity of the Issuing Bank selected to issue such Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be reasonably necessary to issueprepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, extension (i) the Revolving Facility Credit aggregate LC Exposure shall not exceed the applicable Revolving Facility Commitmentslesser of (A) the total Letter of Credit Commitments and (B) $50,000,000, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iiix) the aggregate outstanding undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (iii) no Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment, and (iv) the sum of the total Revolving Credit Exposures shall not exceed the total Revolving Commitments. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect to such reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not exceed otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable amount set forth for on the Effective Date and that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) the definition issuance of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency such Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more policies of the applicable such Issuing Bank’s policies (now or hereafter in effect) Bank applicable to letters of creditcredit generally.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. (i) To request the issuance of a Financial Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Financial Letter of Credit), the Borrower or the applicable Co-Parent Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank Lender and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Financial Letter of Credit, or identifying the Financial Letter of Credit to be amended amended, renewed or extended, and specifying the date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Financial Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Financial Letter of Credit, the currency in which such Financial Letter of Credit is to be denominated (which shall be Dollars or, subject to Section 2.22, an Alternative Currency), the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be necessary to issueprepare, amend amend, renew or extend such Financial Letter of Credit. If requested by the applicable Issuing BankLender, the Borrower or the applicable Co-Parent Borrower also shall submit a letter of credit application on such Issuing BankLender’s standard form in connection with any request for a Financial Letter of Credit. Following receipt of such notice and prior to the issuance of the requested Financial Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Financial Letter of Credit and shall notify the Parent Borrower and the applicable Issuing Lender of the amount of the Total Domestic Exposure after giving effect to (i) the issuance of such Financial Letter of Credit, (ii) the issuance or expiration of any other Financial Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Financial Letter of Credit and (iii) the borrowing or repayment of any Domestic Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Parent Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Financial Letter of Credit. A Financial Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment amendment, renewal or extension of each Financial Letter of Credit the Borrower or the applicable Co-Parent Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, extension (iA) the aggregate outstanding principal amount of all Domestic Revolving Facility Credit Loans plus the amount of all Financial LC Exposure shall not exceed $200,000,000 and (B) the Total Domestic Exposure shall not exceed the applicable total Domestic Revolving Facility Commitments, (ii) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit and (iii) the aggregate outstanding amount of Letters of Credit issued by such . No Issuing Bank shall not exceed the applicable amount set forth for such Issuing Bank in the definition of “Issuing Bank” hereunder. For the avoidance of doubt, no Issuing Bank Lender shall be obligated under any obligation to issue an Alternate Currency any Financial Letter of Credit if any Domestic Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank does not otherwise issue letters Lender has entered into arrangements, including the delivery of cash collateral or other credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document support to the contraryAdministrative Agent, no satisfactory to such Issuing Bank Lender (in its reasonable discretion) with the Parent Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Financial Letter of Credit then proposed to be issued or that Financial Letter of Credit and all other Financial LC Exposure as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. If the Parent Borrower so requests, the applicable Issuing Lender may, in its sole discretion, agree to issue a Financial Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Lender to prevent any such extension at least once in each twelve (12) 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 (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Parent Borrower shall not be required to issue, amend, extend, renew or increase make a specific request to the applicable Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Domestic Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Domestic Revolving Maturity Date; provided, however, that the applicable Issuing Lender shall not permit any such extension if (A) the applicable Issuing Lender has determined that it would not be permitted, or would have no obligation at such issuancetime to issue such Letter of Credit in its revised form (as extended) under the terms hereof, amendment, 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 (1) from the Administrative Agent that the Lenders holding a majority of the Domestic Revolving Loans have elected not to permit such extension or increase would violate (2) from the Administrative Agent, any Domestic Revolving Lender or the Parent Borrower that one or more of the applicable conditions specified in Section 4.3 is not then satisfied, and in each such case directing the applicable Issuing Bank’s policies Lender not to permit such extension. (now ii) Any request for the issuance, amendment, renewal or hereafter extension of a Non-Financial Letter of Credit and the processing of Utilization Requests with respect thereto and the expiration, cancellation, reduction or reversal thereof shall be subject to the same terms, conditions and provisions of Section 2.6, including as to the use of Permitted Currencies rather than Alternative Currencies, except instead of relating to the processing of Utilization Requests or the issuance, amendment, renewal, extension, expiration, cancellation, reduction or reversal of a Participation FCI, they shall relate to the issuance, amendment, renewal or extension of a Non-Financial Letter of Credit, and the terms, conditions and provisions of Section 2.6 shall apply mutatis mutandis to the request for the issuance, amendment, renewal or extension of a Non-Financial Letter of Credit and the processing of Utilization Requests with respect thereto and the expiration, cancellation, reduction or reversal thereof; provided that notwithstanding anything to the contrary in effect) this Agreement, the applicable Issuing Lender shall have discretion whether or not to letters require that any Non-Financial Letter of creditCredit comply with the Mandatory Requirements or the Dispensable Requirements.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this SectionSection 2.05) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the PR Administrative Agent (at least three (3) Business Days Days, in the case of a Letter of Credit denominated in Dollars, or four (4) Business Days, in the case of a Letter of Credit denominated in an Alternate Currency, in advance of the requested date of issuance, amendment or extension or such shorter period as the PR Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice substantially in the form of Exhibit C-3 D-2 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 shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (ii) unless the Revolving L/C Exposure shall not exceed applicable Issuing Bank otherwise agrees, the Letter of Credit Sublimit and (iii) the aggregate outstanding stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for Letter of Credit Individual Sublimit of such Issuing Bank then in effect, (iii) unless the applicable Issuing Bank otherwise agrees, with respect to such Issuing Bank, the sum of the aggregate face amount of outstanding Letters of Credit issued by such Issuing Bank, when aggregated with the outstanding Revolving Facility Loans and Swingline Loans funded by such Issuing Bank, shall not exceed its Revolving Facility Commitment, (iv) the Revolving L/C Exposure shall not exceed the applicable Letter of Credit Sublimit, (v) the stated amount of all outstanding Alternate Currency Letters of Credit shall not exceed the Dollar Equivalent of $200,000,000 in the definition aggregate and (vi) the stated amount of “Issuing Bank” hereunderall outstanding Alternate Currency Letters of Credit, together with the outstanding amount of Alternate Currency Loans, shall not exceed the Dollar Equivalent of $200,000,000 in the aggregate. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit (other than an any automatic extension in accordance with renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower or the applicable Co-Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days reasonably in advance of the requested date of issuance, amendment amendment, renewal or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agreeextension) a notice substantially in the form of Exhibit C-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended amended, renewed or extended, and specifying the requested date of issuance, amendment amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, the Class of Revolving Facility Commitments such Letter of Credit is to be issued under thereof and such other information as shall be requested by the applicable Issuing Bank as necessary to issueenable such Issuing Bank to prepare, amend amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower or the applicable Co-Borrower also shall submit in connection with any request for a Letter of Credit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditform. A Letter of Credit shall be issued, amended amended, renewed or extended only (A) if (and upon issuance, amendment amendment, renewal or extension of each any Letter of Credit the Borrower or the applicable Co-Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, renewal or extension, (i) the sum of the aggregate LC Exposure and the outstanding principal amount of the Issuing Bank’s Revolving Facility Credit Loans shall be no greater than the Revolving Commitment of the Issuing Bank, (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment, (iii) the Aggregate Revolving Exposure shall not exceed the applicable Aggregate Revolving Facility Commitments, Commitment and (iiiv) the Revolving L/C aggregate LC Exposure shall not exceed $20,000,000 and (B) if the issuance, amendment, renewal or extension would not violate any generally applicable policy of the Issuing Bank in place at the time of the request for such issuance, amendment, renewal or extension of a Letter of Credit; provided that if the Issuing Bank is unable to issue, amend, renew or extend any Letter of Credit Sublimit and as a result of this clause (iii) B), then the aggregate outstanding amount Borrower may, with the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed), designate any Lender to serve as an issuing bank for purposes of Letters this Agreement solely in respect of Credit issued by such Issuing Bank shall not exceed the applicable amount set forth for Letter of Credit, provided that such Issuing Bank ▇▇▇▇▇▇ agrees to act in the definition of “Issuing Bank” hereundersuch capacity. For the avoidance of doubt, no Issuing Bank any Lender designated as an issuing bank as contemplated by the immediately preceding sentence shall be obligated deliver to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit the Administrative Agent the reports and other documents specified in such Alternate Currency. Notwithstanding any other provision paragraph (k) of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of creditSection.