Common use of Auto-Extension Letters of Credit Clause in Contracts

Auto-Extension Letters of Credit. If any Borrower so requests in a Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 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 12 month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that such L/C Issuer shall not permit any such extension if (a) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, the applicable Funding Agent or any Credit Party that one or more of the applicable conditions specified in Section 8.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (i) any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day on the date (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be as agreed upon at the time such Letter of Credit is issuedissued and (ii) any extension of a Auto-Extension Letter of Credit shall not extend the expiry date of such Letter of Credit to a date later than the Letter of Credit Expiration Date. Unless otherwise directed by such the L/C Issuer, the applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such the L/C Issuer shall not permit any such extension if (aA) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a§4.1.1(b) or Section 5.1.1(b(c) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender, the applicable Funding Agent Borrower or any Credit Party Guarantor that one or more of the applicable conditions specified in Section 8.2 §12 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower an LC Obligor so requests in a Letter of Credit Applicationany applicable LC Request, the applicable L/C each LC Issuer may, in its sole and absolute discretion, shall agree to issue a Letter of Credit that has automatic extension provisions (eachprovisions; provided, an “Auto-Extension Letter of Credit”); provided however, that any Auto-Extension Letter of Credit that has automatic extension provisions must permit such L/C LC Issuer to prevent any such extension renewal at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for Once any such extension. Once an Auto-Extension Letter of Credit that has automatic extension provisions has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C such LC Issuer to permit the extension renewal of such Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Letter of Credit Expiration scheduled Revolving Facility Termination Date; provided provided, however, that such L/C LC Issuer shall not permit any such extension renewal if (ai) such L/C LC Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such Letter of Credit in its revised renewed form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bii) it has received notice (which may be by telephone or in writing) on or before the day that is five two Business Days before the Nondate that such LC Issuer is permitted to send a notice of non-Extension Notice Date (1) renewal from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 ‎Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (i) any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day one (1) Business Day before the date (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be as agreed upon at the time such Letter of Credit is issuedissued and (ii) any extension of an Auto-Extension Letter of Credit shall not extend the expiry date of such Letter of Credit to a date later than the Letter of Credit Expiration Date. Unless otherwise directed by such the L/C Issuer, the applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such the L/C Issuer shall not permit any such extension if (aA) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a§4.1.1(b) or Section 5.1.1(b(c) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender, the applicable Funding Agent Borrower or any Credit Party Guarantor that one or more of the applicable conditions specified in Section 8.2 §12 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer shall not permit any such extension if (aA) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) and (iii) of Section 5.1.1(a) or Section 5.1.1(b2.03(a) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Revolving Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, the applicable Funding Agent any Lender or any Credit Loan Party that one or more of the applicable conditions specified in Section 8.2 5.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any a Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable L/C Issuer, the applicable Borrower Borrowers shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer shall not permit any such extension if (aA) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) and (iii) of Section 5.1.1(a) or Section 5.1.1(b2.03(a) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Revolving Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, the applicable Funding Agent any Lender or any Credit Loan Party that one or more of the applicable conditions specified in Section 8.2 5.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (i) any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day one (1) Business Day before the date (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be as agreed upon at the time such Letter of Credit is issuedissued and (ii) any extension of an Auto-Extension Letter of Credit shall not extend the expiry date of such Letter of Credit to a date later than the Letter of Credit Expiration Date. Unless otherwise directed by such the L/C Issuer, the applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such the L/C Issuer shall not permit any such extension if (aA) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a§4.1.1(b) or Section 5.1.1(b(c) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender, the applicable Funding Agent Borrower or any Credit Party Guarantor that one or more of the applicable conditions specified in Section 8.2 §12 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (i) any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day one (1) Business Day before the date (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be as agreed upon at the time such Letter of Credit is issuedissued and (ii) any extension of a Auto-Extension Letter of Credit shall not extend the expiry date of such Letter of Credit to a date later than the Letter of Credit Expiration Date. Unless otherwise directed by such the L/C Issuer, the applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such the L/C Issuer shall not permit any such extension if (aA) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a§4.1.1(b) or Section 5.1.1(b(c) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender, the applicable Funding Agent Borrower or any Credit Party Guarantor that one or more of the applicable conditions specified in Section 8.2 §12 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in relation to the issuance of a Letter of Credit ApplicationCredit, the applicable L/C Issuer Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each 12 twelve- month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Bank, the applicable Borrower shall not be required to make a specific request to such L/C Issuer the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if (a) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1i) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2ii) from Global the Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 4.02 is not then satisfied, and in each such case directing such L/C Issuer the Issuing Bank not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in any applicable request for a Letter of Credit Applicationpursuant to Section 2.04(a), the applicable L/C Issuer each LC Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer LC Bank to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day set forth in such Letter of Credit (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe applicable LC Bank, the applicable Borrower shall not be required to make a specific request to such L/C Issuer LC Bank for any such extension. Any LC Bank that agrees to issue an Auto-Extension Letter of Credit shall notify the Administrative Agent of such issuance within five Business Days after the date of issuance thereof and shall notify the Administrative Agent of any prevention of extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer LC Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than five days prior to the Letter of Credit Expiration DateTermination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day); provided provided, however, that such L/C Issuer no LC Bank shall not permit any such extension if (a) such L/C Issuer LC Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, the applicable Funding Agent or any Credit Party that one or more of including the applicable conditions specified in Section 8.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension3.02).

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, each an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each 12 month 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 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the L/C Issuer, the applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such the L/C Issuer shall not permit any such extension if (aA) such the L/C Issuer has determined that it would not be permitted, permitted or would have no obligation, obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) and (iii) of Section 5.1.1(a) or Section 5.1.1(b2.03(a) or otherwise), ) or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Revolving Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, the applicable Funding Agent any Lender or any Credit Loan Party that one or more of the applicable conditions specified in Section 8.2 5.02 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower an LC Obligor so requests in a Letter of Credit Applicationany applicable LC Request, the applicable L/C each LC Issuer may, in its sole and absolute discretion, shall agree to issue a Letter of Credit that has automatic extension provisions (eachprovisions; provided, an “Auto-Extension Letter of Credit”); provided however, that any Auto-Extension Letter of Credit that has automatic extension provisions must permit such L/C LC Issuer to prevent any such extension renewal at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for Once any such extension. Once an Auto-Extension Letter of Credit that has automatic extension provisions has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C such LC Issuer to permit the extension renewal of such Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Letter of Credit Expiration scheduled Revolving Facility Termination Date; provided provided, however, that such L/C LC Issuer shall not permit any such extension renewal if (ai) such L/C LC Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such Letter of Credit in its revised renewed form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bii) it has received notice (which may be by telephone or in writing) on or before the day that is five two Business Days before the Nondate that such LC Issuer is permitted to send a notice of non-Extension Notice Date (1) renewal from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in respect of a standby Letter of Credit ApplicationCredit, the applicable L/C Issuer may, in its sole and absolute discretion, Issuing Bank shall agree to issue a standby Letter of Credit that has automatic extension provisions that automatically extend the expiry date of such standby Letter of Credit for successive periods of up to twelve months (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each 12 twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Auto-Extension Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Bank, the applicable Borrower shall not be required to make a specific request to such L/C Issuer the relevant Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to permit the extension of such Auto-Extension Letter of Credit at any time to an expiry date that is not later than the Letter earlier of Credit Expiration twelve months after issuance or five (5) Business Days prior to the Maturity Date; provided that the Issuing Bank (A) shall not be required to permit any such L/C Issuer extension if the Issuing Bank has determined that it would have no obligation at such time to issue such Auto-Extension Letter of Credit in its extended form under the terms hereof, and (B) shall not permit any such extension if (a) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, the applicable Funding Agent Required Lenders or any Credit Party the Borrower that one or more of the applicable conditions specified in Section 8.2 4.01 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extensionsatisfied or waived.

Auto-Extension Letters of Credit. If any Borrower so requests in a Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Auto-Extension Letter of Credit must permit such L/C 90 Global Senior Credit Agreement Issuer to prevent any such extension at least once in each 12 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 12 twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that such L/C Issuer shall not permit any such extension if (a) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a7.1.1(a) or Section 5.1.1(b7.1.1(b) or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, the applicable Funding Agent Agent, or any Credit Party that one or more of the applicable conditions specified in Section 8.2 10.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in relation to the issuance of a Letter of Credit ApplicationCredit, the applicable L/C Issuer Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Bank, the applicable Borrower shall not be required to make a specific request to such L/C Issuer the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if (a) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1i) from Global Administrative the Paying Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2ii) from Global Administrative the Paying Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 4.02 is not then satisfied, and in each such case directing such L/C Issuer the Issuing Bank not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower so requests in a Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 12 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 Global Senior Credit Agreement 95 Date”) in each such 12 twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that such L/C Issuer shall not permit any such extension if (a) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a7.1.1(a) or Section 5.1.1(b7.1.1(b) or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, the applicable Funding Agent Agent, or any Credit Party that one or more of the applicable conditions specified in Section 8.2 10.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit ApplicationRequest, the applicable L/C Issuer Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer Issuing Bank to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe applicable Issuing Bank, the applicable Borrower shall not be required to make a specific request to such L/C Issuer Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer such Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter earlier of Credit Expiration (i) one year from the date of such renewal and (ii) the fifth Business Day prior to the Initial Revolving Maturity Date; provided provided, however, that such L/C Issuer Issuing Bank shall not permit any such extension if (aA) such L/C Issuer Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 Subsection 6.2 is not then satisfied, and in each such case directing such L/C Issuer the applicable Issuing Bank not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in any applicable notice requesting the issuance of a Letter of Credit ApplicationCredit, the applicable L/C Issuer Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer Issuing Bank to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe applicable Issuing Bank, the applicable Borrower shall not be required to make a specific request to such L/C Issuer Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than which shall comply with paragraph (c)(i) of this Section); provided, however, that the Letter of Credit Expiration Date; provided that such L/C Issuer applicable Issuing Bank shall not permit any such extension if (aA) such L/C Issuer Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(aclause [(ii) or (iii) of Section 5.1.1(b) 2.03(a)] or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 4.02 is not then satisfied, and in each such case directing such L/C Issuer Issuing Bank not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that such L/C Issuer shall not permit any such extension if (aA) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) and (iii) of Section 5.1.1(a) or Section 5.1.1(b2.03(a) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Revolving Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, the applicable Funding Agent any Lender or any Credit Loan Party that one or more of the applicable conditions specified in Section 8.2 5.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower so requests in an application for a Letter of Credit ApplicationCredit, the applicable L/C Issuer Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “"Auto-Extension Letter of Credit”"); provided that any Auto-such Auto- Extension Letter of Credit must permit such L/C Issuer the Issuing Lender to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day date (the “Non-"Non Extension Notice Date”") in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Lender, the applicable Borrower Borrowers shall not be required to make a specific request to such L/C Issuer the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than thirty (30) days prior to the Letter of Revolving Credit Expiration Maturity Date; provided provided, however, that such L/C Issuer the Issuing Lender shall not permit any such extension if (aA) such L/C Issuer the Issuing Lender has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such Letter of Credit in its revised extended form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five two (2) Business Days before the Non-Non Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrowers that one or more of the applicable conditions specified in Section 8.2 11 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower so requests in an application for a Letter of Credit ApplicationCredit, the applicable L/C Issuer Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “"Auto-Extension Letter of Credit”"); provided that any Auto-such Auto- Extension Letter of Credit must permit such L/C Issuer the Issuing Lender to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day date (the “Non-"Non Extension Notice Date”") in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Lender, the applicable Borrower Borrowers shall not be required to make a specific request to such L/C Issuer the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than thirty (30) days prior to the Letter of Revolving Credit Expiration Maturity Date; provided provided, however, that such L/C Issuer the Issuing Lender shall not permit any such extension if (aA) such L/C Issuer the Issuing Lender has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such Letter of Credit in its revised extended form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five two (2) Business Days before the Non-Non Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrowers that one or more of the applicable conditions specified in Section 8.2 11 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any a Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable L/C Issuer, the applicable Borrower Borrowers shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer shall not permit any such extension if (aA) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) and (iii) of Section 5.1.1(a) or Section 5.1.1(b2.03(a) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, the applicable Funding Agent or any Credit Party that one or more of the applicable conditions specified in Section 8.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.Date

Auto-Extension Letters of Credit. If any Borrower so requests in a Letter of Credit any applicable LC Application, the applicable L/C LC Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided provided, that any such Auto-Extension Letter of Credit must permit such L/C LC Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C the applicable LC Issuer, the applicable Borrower shall not be required to make a specific request to such L/C LC Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C LC Issuer to permit the extension of such Letter of Credit at any time to an expiry date not no later than 30 days prior to the Letter last day of Credit Expiration Datethe Commitment Period (except in the case of any Long-Dated Letters of Credit); provided provided, however, that such L/C LC Issuer shall not permit any such extension if (aA) such L/C LC Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension any Lender or (2) from Global Administrative Agent, the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 6.01 is not then satisfied, and in each such case directing such L/C LC Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower so requests in a Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 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 12 month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that such L/C Issuer shall not 80 permit any such extension if (a) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, the applicable Funding Agent or any Credit Party that one or more of the applicable conditions specified in Section 8.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower an LC Obligor so requests in a Letter of Credit Applicationany applicable LC Request, the applicable L/C relevant LC Issuer may, in its sole and absolute discretion, shall agree to issue a Standby Letter of Credit that has automatic extension provisions; provided, however, that any Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Auto-Extension Letter of Credit must permit such L/C LC Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for Once any such extension. Once an Auto-Extension Standby Letter of Credit that has automatic extension provisions has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C such LC Issuer to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Letter Revolving Facility Termination Date applicable to each Class of Credit Expiration DateRevolving Commitments; provided provided, however, that such L/C LC Issuer shall not permit any such extension if (ai) such L/C LC Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such Standby Letter of Credit in its revised extended form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bii) it has received notice (which may be by telephone or in writing) on or before the day that is five 84 two (2) Business Days before the Nondate that such LC Issuer is permitted to send a notice of non-Extension Notice Date (1) extension from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Parent Borrower that one or more of the applicable conditions specified in Section 8.2 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer an Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each 12 one (1) year (or eighteen (18) month period with respect to Letters of Credit issued for the benefit of the Texas Railroad Commission) or such longer period as such Issuing Bank may agree (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 12 month period to be agreed upon by the Borrower and such Issuing Bank at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issueran Issuing Bank, the applicable Borrower shall not be required to make a specific request to such L/C Issuer Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer such Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer any no Issuing Bank shall not permit any such extension if (ai) such L/C Issuer Issuing Bank has reasonably determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under by the terms hereof of clause (by reason of the provisions ii) or clause (iii) of Section 5.1.1(a2.08(a) or Section 5.1.1(b) or otherwise)6.02, or (bii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, the applicable Funding Agent or any Credit Party that one or more of the applicable conditions specified in Section 8.2 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.seven

Auto-Extension Letters of Credit. If any Borrower so requests in an application for a Letter of Credit ApplicationCredit, the applicable L/C Issuer Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Auto-such Auto- Extension Letter of Credit must permit such L/C Issuer the Issuing Lender to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day date (the “Non-Non Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Lender, the applicable Borrower Borrowers shall not be required to make a specific request to such L/C Issuer the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Credit Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than thirty (30) days prior to the Letter of Revolving Credit Expiration Maturity Date; provided provided, however, that such L/C Issuer the Issuing Lender shall not permit any such extension if (aA) such L/C Issuer the Issuing Lender has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such Letter of Credit in its revised extended form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five two (2) Business Days before the Non-Non Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrowers that one or more of the applicable conditions specified in Section 8.2 §10 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the applicable Borrower or, as the case may be, Borrowers so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “"Auto-Extension Letter of Credit”"); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “"Non-Extension Notice Date”") in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Bank, the applicable Borrower or, as the case may be, Borrowers shall not be required to make a specific request to such L/C Issuer the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if (ai) such L/C Issuer the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1A) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2B) from Global Administrative any Agent, the applicable Funding Agent any Lender or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 12 is not then satisfied, and in each such case directing such L/C Issuer the Issuing Bank not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer shall not permit any such extension if (aA) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) and (iii) of Section 5.1.1(a) or Section 5.1.1(b2.03(a) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global Administrative the Adminis trative Agent or the applicable Funding Agent, that the applicable Tranche Required Revolving Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, the applicable Funding Agent any Lender or any Credit Loan Party that one or more of the applicable conditions specified in Section 8.2 5.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any a Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such the applicable L/C Issuer, the applicable Borrower Borrowers shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer shall not permit any such extension if (aA) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) and (iii) of Section 5.1.1(a) or Section 5.1.1(b2.03(a) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, the applicable Funding Agent any Lender or any Credit Loan Party that one or more of the applicable conditions specified in Section 8.2 5.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower an LC Obligor so requests in a Letter of Credit Applicationany applicable LC Request, the applicable L/C relevant LC Issuer may, in its sole and absolute discretion, shall agree to issue a Standby Letter of Credit that has automatic extension provisions; provided, however, that any Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Auto-Extension Letter of Credit must permit such L/C LC Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by such L/C Issuer, the applicable Borrower shall not be required to make a specific request to such L/C Issuer for Once any such extension. Once an Auto-Extension Standby Letter of Credit that has automatic extension provisions has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C such LC Issuer to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Letter Revolving Facility Termination Date applicable to each Class of Credit Expiration DateRevolving Commitments; provided provided, however, that such L/C LC Issuer shall not permit any such extension if (ai) such L/C LC Issuer has determined that it would not be permitted, or would have no obligation, obligation at such time to issue such Standby Letter of Credit in its revised extended form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bii) it has received notice (which may be by telephone or in writing) on or before the day that is five two (2) Business Days before the Nondate that such LC Issuer is permitted to send a notice of non-Extension Notice Date (1) extension from Global Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Parent Borrower that one or more of the applicable conditions specified in Section 8.2 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue an Application a Letter of Credit that has automatic extension provisions with respect to such Letters of Credit’s expiration date (each, an “Auto-Extension Letter of Credit”), the L/C Issuer shall, subject to the terms and conditions hereof, issue such an Auto-Extension Letter of Credit; provided that any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon determined at the time such Letter of Credit is issued. Unless otherwise directed by such the L/C Issuer, the applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extensionextension of an Auto-Extension Letter of Credit. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time pursuant to an expiry date not later than the terms of such Letter of Credit Expiration DateCredit; provided provided, however, that such the L/C Issuer shall not permit any such extension if (aA) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bB) it the L/C Issuer has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global Administrative the Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative the Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 3.1 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the applicable Borrower or, as the case may be, Borrowers so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “"Auto-Extension Letter of Credit”"); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “"Non-Extension Notice Date”") in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Bank, the applicable Borrower or, as the case may be, Borrowers shall not be required to make a specific request to such L/C Issuer the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if (ai) such L/C Issuer the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1A) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Revolving Lenders have elected not to permit such extension or (2B) from Global Administrative any Agent, the applicable Funding Agent any Lender or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 12 is not then satisfied, and in each such case directing such L/C Issuer the Issuing Bank not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in any applicable notice requesting the issuance of a Letter of Credit ApplicationCredit, the applicable L/C Issuer Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer Issuing Bank to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe applicable Issuing Bank, the applicable Borrower shall not be required to make a specific request to such L/C Issuer Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than which shall comply with paragraph (c)(i) of this Section); provided, however, that the Letter of Credit Expiration Date; provided that such L/C Issuer applicable Issuing Bank shall not permit any such extension if (aA) such L/C Issuer Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five seven Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 4.02 is not then satisfied, and in each such case directing such L/C Issuer Issuing Bank not to permit such extension.

Auto-Extension Letters of Credit. If any the Borrower so requests in a Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue an Application a Letter of Credit that has automatic extension provisions with respect to such Letters of Credit’s expiration date (each, an “Auto-Extension Letter of Credit”),the L/C Issuer shall, subject to the terms and conditions hereof, issue such an Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in Date”)in each such 12 twelve-month period to be agreed upon determined at the time such Letter of Credit is issued. Unless otherwise directed by such the L/C Issuer, the applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extensionextension of an Auto-Extension Letter of Credit. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time pursuant to an expiry date not later than the terms of such Letter of Credit Expiration DateCredit; provided provided, however, that such the L/C Issuer shall not permit any such extension if (aA) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bB) it the L/C Issuer has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global Administrative the Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global Administrative the Agent, any Lender or the applicable Funding Agent or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 3.1 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower the Company so requests in a any applicable application for issuance of Letter of Credit ApplicationCredit, the applicable L/C Issuer LC Agent may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the applicable LC Agent to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe applicable LC Agent, the applicable Borrower Company shall not be required to make a specific request to such L/C Issuer LC Agent for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders Banks shall be deemed to have authorized (but may not require) the applicable L/C Issuer LC Agent at any time to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration LC Termination Date; provided that such L/C Issuer the LC Agent shall not permit any such extension if (a) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise), or (b) it LC Agent has received notice (which may be by telephone or in writing) writing on or before the day that is five one Domestic Business Days Day before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders Banks have elected not to permit such extension or (2) from Global the Administrative Agent, any Bank or the applicable Funding Agent or any Credit Party Company that one or more of the applicable conditions specified in clause (c), (d) or (e) of Section 8.2 3.03 is not then satisfied, and in each such case directing such L/C Issuer the LC Agent not to permit such extension.

Auto-Extension Letters of Credit. If any Borrower so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that (i) any such Auto-Extension Letter of Credit must permit such the L/C Issuer to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day one (1) Business Day before the date (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be as agreed upon at the time such Letter of Credit is issuedissued and (ii) any extension of a Auto-Extension Letter of Credit shall not extend the expiry date of such Letter of Credit to a date later than the Letter of Credit Expiration Date. Unless otherwise directed by such the L/C Issuer, the applicable Borrower shall not be required to make a specific request to such the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such the L/C Issuer shall not permit any such extension if (aA) such the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a§4.1.1(b) or Section 5.1.1(b(c) or otherwise), or (bB) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2) from Global the Administrative Agent, any Lender, the applicable Funding Agent Borrower or any Credit Party Guarantor that one or more of the applicable conditions specified in Section 8.2 §12 is not then satisfied, and in each such case directing such the L/C Issuer not to permit such extension.

Auto-Extension Letters of Credit. If any the applicable Borrower or, as the case may be, Borrowers so requests in a any applicable Letter of Credit Application, the applicable L/C Issuer Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer the Issuing Bank to prevent any such extension at least once in each 12 twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such L/C Issuerthe Issuing Bank, the applicable Borrower or, as the case may be, Borrowers shall not be required to make a specific request to such L/C Issuer the Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Tranche Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided provided, however, that such L/C Issuer the Issuing Bank shall not permit any such extension if (ai) such L/C Issuer the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 5.1.1(a) or Section 5.1.1(b) or otherwise)hereof, or (bii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1A) from Global the Administrative Agent or the applicable Funding Agent, that the applicable Tranche Required Lenders have elected not to permit such extension or (2B) from Global the Administrative Agent, the applicable Funding Agent any Lender or any Credit Party Borrower that one or more of the applicable conditions specified in Section 8.2 §12 is not then satisfied, and in each such case directing such L/C Issuer the Issuing Bank not to permit such extension.