Common use of Determination of Issuing Lender Clause in Contracts

Determination of Issuing Lender. Upon receipt by Agent of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Agent elects to issue such Letter of Credit, Agent shall promptly so notify Borrowers, and Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effect.

Determination of Issuing Lender. Upon receipt by Agent a proposed Issuing Lender of a Request ------------------------------- for Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event that Administrative Agent is the proposed Issuing Lender (1) if Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersCompany, and Administrative Agent shall be the Issuing Lender with respect thereto. In the event that thereto and (2) if Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersCompany, whereupon Borrowers Company may request any other Revolving Lender having the applicable Revolving Loan Commitment Agent to issue such Letter of Credit by delivering to such Revolving Lender Agent a copy of the applicable Request for Notice of Issuance of Letter of Credit. Any Revolving Lender so requested to issue Credit and such Letter of Credit Agent shall promptly notify Borrowers Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any if such Revolving Lender that Agent so elects to issue such Letter of Credit Credit, it shall be the Issuing Lender with respect thereto. In ; provided that in the event that all other Revolving Lenders Agents shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Administrative Agent not to issue such Standby Letter of Credit, Administrative Agent shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBankAdministrative Agent, when aggregated with CoBankAdministrative Agent's outstanding Revolving Loans and Swing Line Loans, may exceed CoBankAdministrative Agent's Revolving Loan Commitment then in effect.; and (b) in the event any other Revolving Lender is the proposed Issuing Lender, such Revolving Lender shall promptly notify Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and (1) if such Revolving Lender so elects to issue such Letter of Credit, it shall be the Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Administrative Agent or declines to issue such Letter of Credit, Company may require Administrative Agent or request another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B.

Determination of Issuing Lender. Upon receipt by Agent of a ------------------------------- Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Agent elects to issue such Letter of Credit, Agent shall promptly so notify BorrowersCompany, and Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify BorrowersCompany, whereupon Borrowers Company may request any other Revolving Domestic Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Domestic Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Domestic Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Domestic Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Domestic Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Working Capital Revolving Loans and Swing Line Loans, may exceed Agent's Working Capital Revolving Loan Commitment then in effect. In the event ; provided that all other Revolving Lenders Agent shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial any Letter of -------- Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all denominated in a foreign currency other Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effectthan Canadian Dollars.

Determination of Issuing Lender. Upon receipt by Administrative Agent of a Request ------------------------------- for Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersBorrower, and Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersBorrower, whereupon Borrowers may Administrative Agent shall request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Notice of Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Administrative Agent not to issue such Standby Letter of Credit, Administrative Agent shall be obligated to issue such Letter of Credit (if such Letter of Credit is not a Documentary Letter of Credit) and shall be the Issuing Lender with respect thereto, and, if Comerica Bank is a Lender under this Agreement, notwithstanding the fact that the Letter any prior election of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined Comerica Bank not to issue a Commercial such Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank Comerica Bank shall be obligated to issue such Commercial Letter of Credit if it is a Documentary Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBankAdministrative Agent or Comerica Bank, as the case may be, when aggregated with CoBankAdministrative Agent's or Comerica Bank's outstanding Revolving Loans, may exceed CoBankAdministrative Agent's or Comerica Bank's Revolving Loan Commitment then in effect; PROVIDED that nothing in this subsection 3.1B(ii) is intended to permit the Total Utilization of Revolving Loan Commitments to exceed the lesser of the Revolving Loan Commitments then in effect and the Borrowing Base; and PROVIDED FURTHER that after giving effect to the participations in such Documentary Letter of Credit as set forth in subsection 3.1 Comerica Bank-California's Revolving Loan Exposure shall not exceed Comerica Bank-California's Revolving Loan Commitment then in effect.

Determination of Issuing Lender. (a) Upon receipt by Agent a proposed Revolving Issuing Lender of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Revolving Letter of Credit, (1) in the event Administrative Agent elects is the proposed Revolving Issuing Lender, Administrative Agent shall be the Revolving Issuing Lender with respect to issue such Revolving Letter of Credit, Agent shall promptly so notify Borrowers, and Agent shall be notwithstanding the Issuing Lender fact that the Revolving Letter of Credit Usage with respect thereto. In to such Revolving Letter of Credit and with respect to all other Revolving Letters of Credit issued by Administrative Agent, when aggregated with Administrative Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Administrative Agent's Revolving Loan Commitment then in effect; and (2) in the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having is the applicable proposed Revolving Loan Commitment to issue such Letter of Credit by delivering to Issuing Lender, such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Revolving Letter of Credit, and any (x) if such Revolving Lender that so elects to issue such Revolving Letter of Credit it shall be the Revolving Issuing Lender with respect thereto. In the event that all other thereto and (y) if such Revolving Lenders shall have declined Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue a Standby such Revolving Letter of Credit, then notwithstanding Borrower may request Administrative Agent or another Revolving Lender to be the prior election Revolving Issuing Lender with respect to such Revolving Letter of Agent not Credit in accordance with the provisions of this subsection 3.1B and (b) upon receipt by a proposed LC Facility Issuing Lender of a Request for Issuance pursuant to issue such Standby subsection 3.1B(i) requesting the issuance of a LC Facility Letter of Credit, (1) in the event Administrative Agent is the proposed LC Facility Issuing Lender, Administrative Agent shall be the LC Facility Issuing Lender with respect theretoto such LC Facility Letter of Credit, notwithstanding the fact that the LC Facility Letter of Credit Usage with respect to such LC Facility Letter of Credit and with respect to all other LC Facility Letters of Credit issued by Administrative Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Administrative Agent's Revolving LC Facility Loan Commitment then in effect. In ; and (2) in the event that all any other Revolving Lenders LC Facility Lender is the proposed Issuing Lender, such LC Facility Lender shall have declined promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue a Commercial such LC Facility Letter of Credit, then notwithstanding the prior election of CoBank not and (x) if such LC Facility Lender so elects to issue such Commercial LC Facility Letter of Credit it shall be the LC Facility Issuing Lender with respect thereto and (y) if such LC Facility Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such LC Facility Letter of Credit, CoBank shall be obligated Borrower may request Administrative Agent or another LC Facility Lender to issue such Commercial Letter of Credit and shall be the LC Facility Issuing Lender with respect thereto, notwithstanding the fact that the to such LC Facility Letter of Credit Usage in accordance with respect to such Letter the provisions of Credit and with respect to all other Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effect.this subsection 3.1B.

Determination of Issuing Lender. Upon receipt by (i) Borrowers’ Agent of may request any (i) US Revolving Lender to issue a Request ------------------------------- for Issuance of Letter of Credit under the US Revolving Facility and (ii) any Multicurrency Revolving Lender to issue a Letter of Credit under the Multicurrency Revolving Facility, and, in each case, upon receipt by such Lender of a notice from Borrowers’ Agent pursuant to subsection 3.1B(i) 2.8B requesting the issuance of a Letter of Credit, in the event Agent elects to issue such Letter of Credit, Agent shall promptly so notify Borrowers, and Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers the Borrowers’ Agent and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any . If such Revolving Lender that so elects to issue such Letter of Credit Credit, such Lender shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined If such Lender declines to issue a Standby such Letter of Credit, then notwithstanding the prior election of Borrowers’ Agent not may request any other US Revolving Lender or Multicurrency Revolving Lender, as the case may be, to issue such Standby Letter of Credit, Agent shall be by delivering the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect notice described in subsection 2.8B to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effectLender. In the event that all other US Revolving Lenders or Multicurrency Revolving Lenders, as the case may be, shall have declined to issue a Commercial such Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank Administrative Agent shall be obligated to issue such Commercial the Letter of Credit requested by Borrowers’ Agent and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit; provided that Administrative Agent shall not be obligated to issue any Letter of Credit (1) denominated in a foreign currency which in the reasonable judgment of Administrative Agent is not readily and freely available or (2) if any Lender with a US Revolving Loan Commitment or Multicurrency Revolving Loan Commitment, as the case may be, is a Defaulting Lender at such time, unless Administrative Agent has entered into arrangement satisfactory to it and the applicable Borrower to eliminate Administrative Agent’s risk with respect to all other the participation in Letters of Credit issued by CoBanksuch Defaulting Lender, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effectincluding by cash collateralizing such Defaulting Lender’s Pro Rata Share of the L/C Disbursements.

Determination of Issuing Lender. Upon receipt by Administrative Agent of a Request ------------------------------- for an Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of CreditNotice, in the event Agent Issuing Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersCompany, and Agent Issuing Bank shall be the Issuing Lender with respect thereto. In the event that AgentIssuing Bank, in its sole discretion, elects not to issue such Letter of Credit, Agent Issuing Bank shall promptly so notify BorrowersCompany and Administrative Agent, whereupon Borrowers Company may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of CreditNotice. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Company, Issuing Bank and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto; provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Agent Issuing Bank not to issue such Standby Letter of Credit, Agent shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank Bank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBankIssuing Bank, when aggregated with CoBankIssuing Bank's outstanding Revolving Loans, may exceed CoBankIssuing Bank's Revolving Loan Commitment then in effect. Notwithstanding the foregoing, under no circumstance shall Issuing Bank be obligated to issue any Letter of Credit constituting a letter of guaranty if based upon the advice of its legal counsel Issuing Bank is prohibited from issuing such a Letter of Credit. In such a circumstance, Issuing Bank may if it so chooses, with the consent of Company, issue such Letter of Credit out of a branch located in Canada and, notwithstanding anything to the contrary herein (including Section 2.22 or the definition of Eligible Assignee), such branch's entitlement to benefits under Section 2.22 shall not be diminished by the fact that the Letter of Credit was not issued out of the United States and such branch shall be entitled to the full benefits of Section 2.22. If Issuing Bank has resigned as provided in Section 9.5(c) and no successor Issuing Bank has been appointed at the time of an Issuance Notice, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Issuance Notice.

Determination of Issuing Lender. Upon receipt by Agent of a ------------------------------- Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Agent elects to issue such Letter of Credit, Agent shall promptly so notify BorrowersCompany, and Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify BorrowersCompany, whereupon Borrowers Company may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly promptly, and in any event one Business Day prior to the issuance thereof, notify Borrowers Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and such Revolving Lender shall promptly, and in any event one Business Day prior to the effectiveness of any amendment to such Letter of Credit, notify Company and Agent of any such amendment, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event ; provided that all other Revolving Lenders -------- Agent shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial any Letter of Credit denominated in a foreign currency which in the judgment of Agent is not readily and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effectfreely available.

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender and Administrative Agent of a Notice of Request ------------------------------- for Issuance of to Issue Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Agent elects to issue such Letter of Credit, Agent shall promptly so notify Borrowers, and Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders the proposed Issuing Lender selected by Company with respect to any Letter of Credit shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of CreditCitibank or Xxxxx Fargo, Agent shall be the as selected by Company, in its capacity as Issuing Lender with respect theretoLender, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBankCitibank or Xxxxx Fargo, when aggregated with CoBank's Citibank’s or Xxxxx Fargo’s outstanding Revolving Loans, may exceed CoBank's its Revolving Loan Commitment then in effect, but not in excess of the amount set forth in subsection 3.1A(ii). Notwithstanding anything to the contrary contained in this Section 3 or elsewhere in this Agreement, in the event that a Revolving Lender is a Defaulting Lender, neither Citibank nor Xxxxx Fargo, in its capacity as Issuing Lender, shall be required to issue any Letter of Credit unless Citibank or Xxxxx Fargo, as the case may be, has entered into arrangements reasonably satisfactory to it and Company to eliminate its risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by requiring Company to cash collateralize each such Defaulting Lender’s Pro Rata Share of each Letter of Credit issued by it.

Determination of Issuing Lender. Upon receipt by Agent of a Request ------------------------------- for Issuance of a Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Standby Letter of Credit, in the event Agent elects to issue such Standby Letter of Credit, Agent shall promptly so notify BorrowersBorrower, and Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Standby Letter of Credit, Agent shall promptly so notify BorrowersBorrower. Upon receipt by Agent of a Request for Issuance of a Letter of Credit requesting the issuance of a Commercial Letter of Credit, whereupon Borrowers Agent shall promptly deliver to Fleet a copy of such Request for Issuance of Letter of Credit, and in the event Fleet elects to issue such Commercial Letter of Credit, Fleet shall promptly so notify Borrower and Agent, and Fleet shall be the Issuing Lender with respect thereto. In the event that Fleet, in its sole discretion, elects not to issue such Commercial Letter of Credit, Fleet shall promptly so notify Borrower and Agent. If Agent or Fleet, as applicable, shall have declined to issue such Letter of Credit as requested, Borrower may then request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Borrower and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent shall be obligated to issue such Standby Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's ’s outstanding Revolving Loans, may exceed Agent's ’s Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank Fleet not to issue such Commercial Letter of Credit, CoBank Fleet shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Commercial Letter of Credit and with respect to all other Letters of Credit issued by CoBankFleet, when aggregated with CoBank's Fleet’s outstanding Revolving Loans, may exceed CoBank's Fleet’s Revolving Loan Commitment then in effect.

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender and Administrative Agent of a Notice of Request ------------------------------- for Issuance of to Issue Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Agent elects to issue such Letter of Credit, Agent shall promptly so notify Borrowers, and Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders the proposed Issuing Lender selected by Company with respect to any Letter of Credit shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Agent not Credit Suisse, in its capacity as Issuing Lender, shall be obligated to issue such Standby Letter of Credit, Agent Credit and shall be the Issuing Lender with respect thereto; provided that Credit Suisse, in its capacity as Issuing Lender, shall only be obligated to issue standby Letters of Credit and notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by AgentCredit Suisse, when aggregated with Agent's Credit Suisse’s outstanding Revolving Loans, may exceed Agent's Credit Suisse’s Revolving Loan Commitment then in effect, but not in excess of the amount set forth in subsection 3.1A(ii). In Notwithstanding anything to the contrary contained in this Section 3 or elsewhere in this Agreement, in the event that all other a Revolving Lenders Lender is a Defaulting Lender, Credit Suisse, in its capacity as Issuing Lender, shall have declined not be required to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial any Letter of Credit unless Credit Suisse has entered into arrangements reasonably satisfactory to it and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage Company to eliminate its risk with respect to such Letter the participation in Letters of Credit and with respect by all such Defaulting Lenders, including by requiring Company to all other Letters cash collateralize each such Defaulting Lender’s Pro Rata Share of each Letter of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effectCredit Suisse.

Determination of Issuing Lender. Upon receipt by Agent a proposed Issuing Lender of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Agent shall promptly so notify Borrowers, Company and Agent shall be the Issuing Lender with respect thereto. In the event that thereto and (2) if Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify BorrowersCompany, whereupon Borrowers Company may request any other Revolving Lender having the applicable Revolving Loan Commitment Co-Agent to issue such Letter of Credit by delivering to such Revolving Lender Co-Agent a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender Credit and any Co-Agent so requested to issue such Letter of Credit shall promptly notify Borrowers Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that Co-Agent which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In ; provided that in the event that all other Revolving Lenders five Co-Agents which in the ordinary course of their business customarily issue letters of credit shall have declined to issue a Standby such Letter of Credit, then 80 notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect theretoto such Letter of Credit, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Agent's Revolving Loan Commitment then in effect. In ; and (b) in the event that all any other Revolving Lenders Lender is the proposed Issuing Lender, such Revolving Lender shall have declined promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue a Commercial such Letter of Credit, then notwithstanding the prior election of CoBank not and (1) if such Revolving Lender so elects to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and it shall be the Issuing Lender with respect thereto, notwithstanding the fact that the thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit Usage Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit and in accordance with respect to all other Letters the provisions of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effect.this subsection 3.1B.

Determination of Issuing Lender. (a) Upon receipt by Agent a proposed Revolving Issuing Lender of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Revolving Letter of Credit, (1) in the event Administrative Agent elects is the proposed Revolving Issuing Lender, Administrative Agent shall be the Revolving Issuing Lender with respect to issue such Revolving Letter of Credit, Agent shall promptly so notify Borrowersnotwithstanding the fact that the Revolving Letter of Credit Usage with respect to such Revolving Letter of Credit and with respect to all other Revolving Letters of Credit issued by Administrative Agent, when aggregated with Administrative Agent’s outstanding Revolving Loans and Swing Line Loans, may exceed Administrative Agent’s Revolving Loan Commitment then in effect, and Agent shall be the Issuing Lender with respect thereto. In (2) in the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having is the applicable proposed Revolving Loan Commitment to issue such Letter of Credit by delivering to Issuing Lender, such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Revolving Letter of Credit, and any (x) if such Revolving Lender that so elects to issue such Revolving Letter of Credit it shall be the Revolving Issuing Lender with respect thereto. In the event that all other thereto and (y) if such Revolving Lenders shall have declined Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue a Standby such Revolving Letter of Credit, then notwithstanding Borrower may request Administrative Agent or another Revolving Lender to be the prior election Revolving Issuing Lender with respect to such Revolving Letter of Agent not Credit in accordance with the provisions of this subsection 3.1B; and (b) upon receipt by a proposed Synthetic Letter of Credit Issuing Lender of a Request for Issuance pursuant to issue such Standby subsection 3.1B(i) requesting the issuance of a Synthetic Letter of Credit, (1) in the event Administrative Agent is the proposed Synthetic Letter of Credit Issuing Lender, Administrative Agent 77 shall be the Synthetic Letter of Credit Issuing Lender with respect theretoto such Synthetic Letter of Credit, notwithstanding the fact that the Synthetic Letter of Credit Usage with respect to such Synthetic Letter of Credit and with respect to all other Synthetic Letters of Credit issued by Administrative Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Administrative Agent's Revolving Loan ’s Synthetic Letter of Credit Commitment then in effect. In , and (2) in the event that all any other Revolving Lenders Synthetic Letter of Credit Lender is the proposed Issuing Lender, such Synthetic Letter of Credit Lender shall have declined promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue a Commercial such Synthetic Letter of Credit, then notwithstanding the prior election and (x) if such Synthetic Letter of CoBank not Credit Lender so elects to issue such Commercial Synthetic Letter of Credit it shall be the Synthetic Letter of Credit Issuing Lender with respect thereto and (y) if such Synthetic Letter of Credit Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such Synthetic Letter of Credit, CoBank shall be obligated to issue such Commercial Borrower may request Administrative Agent or another Synthetic Letter of Credit and shall Lender to be the Synthetic Letter of Credit Issuing Lender with respect thereto, notwithstanding the fact that the to such Synthetic Letter of Credit Usage in accordance with respect to such Letter the provisions of Credit and with respect to all other Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effect.this subsection 3.1B.

Determination of Issuing Lender. Upon receipt by ------------------------------- Administrative Agent of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersCompany, and Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersCompany, whereupon Borrowers Company may request any other Revolving Lender having the applicable a Tranche A Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Lenders having a Tranche A Revolving Lenders Loan Commitment shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Administrative Agent not to issue such Standby Letter of Credit, Administrative Agent shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBankAdministrative Agent, when aggregated with CoBankAdministrative Agent's outstanding Tranche A Revolving Loans, may exceed CoBankAdministrative Agent's Tranche A Revolving Loan Commitment then in effect; provided that -------- Administrative Agent shall not be obligated to issue any Letter of Credit denominated in a foreign currency which in the reasonable judgment of Administrative Agent is not readily and freely available.

Determination of Issuing Lender. Upon receipt by Agent a proposed Issuing Lender of a Request ------------------------------- for Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Agent shall promptly so notify BorrowersCompany, and Agent shall be the Issuing Lender with respect thereto. In the event that thereto and (2) if Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify BorrowersCompany, whereupon Borrowers Company 87 95 may request any other Revolving Lender having the applicable Revolving Loan Commitment Arranger or Co-Agent to issue such Letter of Credit by delivering to such Revolving Lender Arranger or such Co-Agent a copy of the applicable Request for Notice of Issuance of Letter of Credit. Any Revolving Lender Credit and the Arranger or Co-Agent so requested to issue such Letter of Credit shall promptly notify Borrowers Company and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that Arranger or Co-Agent which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In ; provided that in the event that all other Revolving Lenders Arrangers and all Co-Agents shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Agent's Revolving Loan Commitment then in effect. In ; and (b) in the event that all any other Revolving Lenders Lender is the proposed Issuing Lender, such Revolving Lender shall have declined promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue a Commercial such Letter of Credit, then notwithstanding the prior election of CoBank not and (1) if such Revolving Lender so elects to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and it shall be the Issuing Lender with respect thereto, notwithstanding the fact that the thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit Usage Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit and in accordance with respect to all other Letters the provisions of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effect.this subsection 3.1B.

Determination of Issuing Lender. Upon receipt by Chase Co- Administrative Agent of a Request ------------------------------- for Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Chase Co-Administrative Agent elects to issue such Letter of Credit, Chase Co- Administrative Agent shall promptly so notify BorrowersCompany, and such Chase Co-Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Chase Co-Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Chase Co-Administrative Agent shall promptly so notify Borrowersthe Company, whereupon Borrowers Company may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Notice of Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Company and Chase Co-Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Chase Co-Administrative Agent not to issue such Standby Letter of Credit, Chase Co-Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the sum of the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Chase Co-Administrative Agent, when aggregated with Chase Co-Administrative Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Chase Co-Administrative Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effect.

Determination of Issuing Lender. Upon receipt by Agent of a Request ------------------------------- for Issuance of a Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Standby Letter of Credit, in the event Agent elects to issue such Standby Letter of Credit, Agent shall promptly so notify BorrowersBorrower, and Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Standby Letter of Credit, Agent shall promptly so notify BorrowersBorrower. Upon receipt by Agent of a Request for Issuance of a Letter of Credit requesting the issuance of a Commercial Letter of Credit, whereupon Borrowers Agent shall promptly deliver to Fleet a copy of such Request for Issuance of Letter of Credit, and in the event Fleet elects to issue such Commercial Letter of Credit, Fleet shall promptly so notify Borrower and Agent, and Fleet shall be the Issuing Lender with respect thereto. In the event that Fleet, in its sole discretion, elects not to issue such Commercial Letter of Credit, Fleet shall promptly so notify Borrower and Agent. If Agent or Fleet, as applicable, shall have declined to issue such Letter of Credit as requested, Borrower may then request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Borrower and Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent shall be obligated to issue such Standby Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's ’s outstanding Revolving Loans, may exceed Agent's ’s Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank Fleet not to issue such Commercial Letter of Credit, CoBank Fleet shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Commercial Letter of Credit and with respect to all other Letters of Credit issued by CoBankFleet, when aggregated with CoBank's Fleet’s outstanding Revolving Loans, may exceed CoBank's Fleet’s Revolving Loan Commitment then in effect.. (iii)

Determination of Issuing Lender. Upon receipt by Agent a proposed Issuing Lender of a Request ------------------------------- for Notice of Issuance of Letter of Credit from Company pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent elects to issue such Letter of CreditDeutsche Bank is the proposed Issuing Lender, Agent shall promptly so notify Borrowers, and Agent Deutsche Bank shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having notwithstanding the applicable Revolving Loan Commitment fact that the Letter of Credit Usage with respect to issue such Letter of Credit by delivering and with respect to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter all other Letters of Credit issued by Deutsche Bank, when aggregated with Deutsche Bank’s outstanding Loans, may exceed Deutsche Bank’s Domestic Commitment then in effect; and (b) in the event any other Domestic Lender is the proposed Issuing Lender, such Domestic Lender shall promptly notify Borrowers Company and Domestic Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any (1) if such Revolving Domestic Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent it shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agentsuch Domestic Lender, when aggregated with Agent's such Domestic Lender’s outstanding Revolving Loans, may exceed Agent's Revolving Loan such Domestic Lender’s Domestic Commitment then in effect. In the event that all other Revolving Lenders shall have declined effect and (2) if such Domestic Lender fails to so promptly notify Company and Domestic Administrative Agent or declines to issue a Commercial such Letter of Credit, then notwithstanding the prior election of CoBank not Company may request another Domestic Lender to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B; provided, that in the event such other Domestic Lender fails to promptly notify Company, Deutsche Bank and with respect Domestic Administrative Agent or declines to all other Letters issue such Letter of Credit issued by CoBankCredit, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effectDeutsche Bank shall be the Issuing Lender.

Determination of Issuing Lender. (a) Upon receipt by Agent a proposed Revolving Issuing Lender of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Revolving Letter of Credit, (1) in the event Administrative Agent elects is the proposed Revolving Issuing Lender, Administrative Agent shall be the Revolving Issuing Lender with respect to issue such Revolving Letter of Credit, Agent shall promptly so notify Borrowers, and Agent shall be notwithstanding the Issuing Lender fact that the Revolving Letter of Credit Usage with respect thereto. In to such Revolving Letter of Credit and with respect to all other Revolving Letters of Credit issued by Administrative Agent, when aggregated with Administrative Agent’s outstanding Revolving Loans and Swing Line Loans, may exceed Administrative Agent’s Revolving Loan Commitment then in effect; and (2) in the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having is the applicable proposed Revolving Loan Commitment to issue such Letter of Credit by delivering to Issuing Lender, such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Revolving Letter of Credit, and any (x) if such Revolving Lender that so elects to issue such Revolving Letter of Credit it shall be the Revolving Issuing Lender with respect thereto. In the event that all other thereto and (y) if such Revolving Lenders shall have declined Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue a Standby such Revolving Letter of Credit, then notwithstanding Borrower may request Administrative Agent or another Revolving Lender to be the prior election Revolving Issuing Lender with respect to such Revolving Letter of Agent not Credit in accordance with the provisions of this subsection 3.1B; (b) upon receipt by a proposed LC Facility Issuing Lender of a Request for Issuance pursuant to issue such Standby subsection 3.1B(i) requesting the issuance of a LC Facility Letter of Credit, (1) in the event Administrative Agent is the proposed LC Facility Issuing Lender, Administrative Agent shall be the LC Facility Issuing Lender with respect theretoto such LC Facility Letter of Credit, notwithstanding the fact that the LC Facility Letter of Credit Usage with respect to such LC Facility Letter of Credit and with respect to all other LC Facility Letters of Credit issued by Administrative Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Administrative Agent's Revolving ’s LC Facility Loan Commitment then in effect. In ; and (2) in the event that all any other Revolving Lenders LC Facility Lender is the proposed Issuing Lender, such LC Facility Lender shall have declined promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue a Commercial such LC Facility Letter of Credit, then notwithstanding the prior election of CoBank not and (x) if such LC Facility Lender so elects to issue such Commercial LC Facility Letter of Credit it shall be the LC Facility Issuing Lender with respect thereto and (y) if such LC Facility Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such LC Facility Letter of Credit, CoBank shall be obligated Borrower may request Administrative Agent or another LC Facility Lender to issue such Commercial Letter of Credit and shall be the LC Facility Issuing Lender with respect theretoto such LC Facility Letter of Credit in accordance with the provisions of this subsection 3.1B; and (c) upon receipt by a proposed Synthetic Letter of Credit Issuing Lender of a Request for Issuance pursuant to subsection 3.1B(i) requesting the issuance of a Synthetic Letter of Credit, (1) in the event Administrative Agent is the proposed Synthetic Letter of Credit Issuing Lender, Administrative Agent shall be the Synthetic Letter of Credit Issuing Lender with respect to such Synthetic Letter of Credit, notwithstanding the fact that the Synthetic Letter of Credit Usage with respect to such Synthetic Letter of Credit and with respect to all other Synthetic Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving LoansAdministrative Agent, may exceed CoBank's Revolving Loan Administrative Agent’s Synthetic Letter of Credit Commitment then in effect.; and (2) in the event any other LC Facility Lender is the proposed Issuing Lender, such LC Facility Lender shall promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Synthetic Letter of Credit, and (x) if such Synthetic Letter of Credit Lender so elects to issue such Synthetic Letter of Credit it shall be the Synthetic Letter of Credit Issuing Lender with respect thereto and (y) if such Synthetic Letter of Credit Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such Synthetic Letter of Credit, Borrower may request Administrative Agent or another Synthetic Letter of Credit Lender to be the Synthetic Letter of Credit Issuing Lender with respect to such Synthetic Letter of Credit in accordance with the provisions of this subsection 3.1B.

Determination of Issuing Lender. Upon receipt by Administrative ------------------------------- Agent of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Borrowers' Agent, and Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify Borrowers' Agent, whereupon Borrowers Borrowers' Agent may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Borrowers' Agent and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Administrative Agent not to issue such Standby Letter of Credit, Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, provided that such Letter of Credit is a Standby Letter of Credit, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Administrative Agent, when aggregated with Administrative Agent's outstanding Revolving Loans, may exceed Administrative Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election Borrowers' Agent may elect to have a financial institution which is not a Lender issue a commercial letter of CoBank not to credit and Borrowers' Agent may request that Issuing Lender issue such Commercial Letter of Credit, CoBank and Issuing Lender shall be obligated to issue such Commercial a Standby Letter of Credit and shall be as credit support for any such commercial letter of credit (subject to the Issuing Lender with respect thereto, notwithstanding the fact that the Letter provisions of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effectthis Section 3).

Determination of Issuing Lender. Upon receipt by Administrative Agent of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i4.1B(i) requesting the issuance of a Letter of Credit, in the event Agent Fronting Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersCompany, and Agent Fronting Bank shall be the Issuing Lender with respect thereto. In the event that AgentFronting Bank, in its sole discretion, elects not to issue such Letter of Credit, Agent Fronting Bank shall promptly so notify BorrowersCompany and Administrative Agent, whereupon Borrowers Company may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of CreditIssuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Company, Fronting Bank and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Agent Fronting Bank not to issue such Standby Letter of Credit, Agent shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank Fronting Bank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBankFronting Bank, when aggregated with CoBankFronting Bank's outstanding Revolving Loans, may exceed CoBankFronting Bank's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for Issuance.

Determination of Issuing Lender. Upon receipt by Administrative Agent of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Administrative Agent or one of its Affiliates elects to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersBorrower, and Administrative Agent or such Affiliate shall be the Issuing Lender with respect thereto. In the event that AgentAdministrative Agent or one of its Affiliates, in its the sole discretiondiscretion of the Administrative Agent or such Affiliate, elects not to issue such Letter of Credit, Administrative Agent shall promptly so notify BorrowersBorrower, whereupon Borrowers Borrower may request any other Revolving applicable Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving applicable Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving applicable Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving applicable Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding the prior election of Administrative Agent or its Affiliates not to issue such Standby Letter of Credit, Administrative Agent shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter or one of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank its Affiliates shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that (x) with respect to any such Tranche A Letter of Credit, the Tranche A Letter of Credit Usage with respect to such Tranche A Letter of Credit and with respect to all other Tranche A Letters of Credit issued by CoBankthe Administrative Agent or one of its Affiliates, when aggregated with CoBankAdministrative Agent's outstanding Domestic Tranche A Revolving Loans and Tranche A Swing Line Loans, may exceed CoBankAdministrative Agent's Domestic Tranche A Revolving Loan Commitment Commitments for such Borrower then in effect, or (y) with respect to any such Tranche B Letter of Credit, the Tranche B Letter of Credit Usage with respect to such Tranche B Letter of Credit and with respect to all other Tranche B Letters of Credit issued by the Administrative Agent or its Affiliates, when aggregated with Administrative Agent's outstanding Tranche B Revolving Loans and Tranche B Swing Line Loans, may exceed Administrative Agent's Tranche B Revolving Loan Commitments for such Borrower then in effect.

Determination of Issuing Lender. Upon receipt by Agent a proposed Issuing Lender of a Request ------------------------------- for Notice of Issuance of Letter of Credit from a Domestic Borrower pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Administrative Agent elects to issue such Letter of Creditis the proposed Issuing Lender, Agent shall promptly so notify Borrowers, and Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having notwithstanding the applicable Revolving Loan Commitment fact that the Letter of Credit Usage with respect to issue such Letter of Credit by delivering and with respect to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter all other Letters of Credit issued by Administrative Agent, when aggregated with Administrative Agent's outstanding Loans, may exceed Administrative Agent's Tranche A Domestic Commitment then in effect; and (b) in the event any other Domestic Lender is the proposed Issuing Lender, such Domestic Lender shall promptly notify Borrowers such Domestic Borrower and Primary Documentation Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any (1) if such Revolving Domestic Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent it shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agentsuch Domestic Lender, when aggregated with Agentsuch Domestic Lender's outstanding Revolving Loans, may exceed Agentsuch Domestic Lender's Revolving Loan Tranche A Domestic Commitment then in effect. In the event that all other Revolving Lenders shall have declined effect and (2) if such Domestic Lender fails to so promptly notify such Domestic Borrower and Primary Documentation Agent or declines to issue a Commercial such Letter of Credit, then notwithstanding the prior election of CoBank not such Domestic Borrower may request another Domestic Lender to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B; provided, that in the event such other Domestic Lender fails to promptly notify such Domestic Borrower and with respect Primary Documentation Agent or declines to all other Letters issue such Letter of Credit issued by CoBankCredit, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effectAdministrative Agent shall be the Issuing Lender.

Determination of Issuing Lender. Upon receipt by Chase Co- Administrative Agent of a Request ------------------------------- for Notice of Issuance of Letter of Credit pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the event Chase Co-Administrative Agent elects to issue such Letter of Credit, Chase Co-Administrative Agent shall promptly so notify BorrowersCompany, and such Chase Co-Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Chase Co- Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Chase Co-Administrative Agent shall promptly so notify Borrowersthe Company, whereupon Borrowers Company may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Notice of Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Borrowers Company and Chase Co-Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby such Letter of Credit, then notwithstanding notwith- standing the prior election of Chase Co-Administrative Agent not to issue such Standby Letter of Credit, Chase Co-Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the sum of the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Chase Co- Administrative Agent, when aggregated with Chase Co-Administrative Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Chase Co-Administrative Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by CoBank, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effect.

Determination of Issuing Lender. Upon receipt by Agent a proposed Issuing Lender of a Request ------------------------------- for Notice of Issuance of Letter of Credit from Company pursuant to subsection 3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Agent elects to issue such Letter of CreditDeutsche Bank is the proposed Issuing Lender, Agent shall promptly so notify Borrowers, and Agent Deutsche Bank shall be the Issuing Lender with respect thereto. In the event that Agent, in its sole discretion, elects not to issue such Letter of Credit, Agent shall promptly so notify Borrowers, whereupon Borrowers may request any other Revolving Lender having notwithstanding the applicable Revolving Loan Commitment fact that the Letter of Credit Usage with respect to issue such Letter of Credit by delivering and with respect to such Revolving Lender a copy of the applicable Request for Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter all other Letters of Credit issued by Deutsche Bank, when aggregated with Deutsche Bank’s outstanding Loans, may exceed Deutsche Bank’s Domestic Commitment then in effect; and (b) in the event any other Domestic Lender is the proposed Issuing Lender, such Domestic Lender shall promptly notify Borrowers Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any (1) if such Revolving Domestic Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto. In the event that all other Revolving Lenders shall have declined to issue a Standby Letter of Credit, then notwithstanding the prior election of Agent not to issue such Standby Letter of Credit, Agent it shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agentsuch Domestic Lender, when aggregated with Agent's such Domestic Lender’s outstanding Revolving Loans, may exceed Agent's Revolving Loan such Domestic Lender’s Domestic Commitment then in effect. In the event that all other Revolving Lenders shall have declined effect and (2) if such Domestic Lender fails to so promptly notify Company and Administrative Agent or declines to issue a Commercial such Letter of Credit, then notwithstanding the prior election of CoBank not Company may request another Domestic Lender to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit in accordance with the provisions of this subsection 3.1B; provided, that in the event such other Domestic Lender fails to promptly notify Company, Deutsche Bank and with respect Administrative Agent or declines to all other Letters issue such Letter of Credit issued by CoBankCredit, when aggregated with CoBank's outstanding Revolving Loans, may exceed CoBank's Revolving Loan Commitment then in effectDeutsche Bank shall be the Issuing Lender.