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

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Revolving Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Revolving Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Revolving Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Revolving Facility Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit total Revolving Facility Commitments at such time, and (ii) the LC Exposure in respect aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentssuch Issuing Bank’s Revolving L/C Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative shall deliver by hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable U.S. Issuing BankBank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit)) to (1) the applicable U.S. Issuing Bank (in the case of U.S. Letters of Credit) or the applicable Multicurrency Issuing Bank (in the case of Multicurrency Letters of Credit) and (2) the Administrative Agent three (in the case of U.S. Letters of Credit) or the Multicurrency Administrative Agent with a copy to the Administrative Agent (in the case of Multicurrency Letters of Credit) (in each case, prior to 9:00 am, Pacific time, at least two Business Days (or such shorter period as may be acceptable prior to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying whether such Letter of Credit is to be a U.S. Letter of Credit or a Multicurrency Letter of Credit (and, if such Letter of Credit is to be a Multicurrency Letter of Credit, whether such Letter of Credit is to be issued for the account of the U.S. Borrower or for the account of the Canadian Borrower), whether such Letter of Credit is to be a Cash Collateralized Letter of Credit, the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof the currency in which such Letter of Credit will be denominated (which (x) shall be Dollars or an LC Alternative Currency in the case of U.S. Letters of Credit and (y) shall be Dollars, Canadian Dollars or an LC Alternative Currency in the case of Multicurrency Letters of Credit) and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$350,000,000, (ii) the LC Revolving Exposure Limitations shall not be exceeded and (iii) in respect the case of a Cash Collateralized Letter of Credit (I) issued for the account of the U.S. Borrower, the aggregate amount of all Cash Collateralized Letters of Credit issued by any Issuing Bank for the account of the U.S. Borrower does not exceed the Letter amount of cash and Cash Equivalents in the U.S. Availability Cash Collateral Account or (II) issued for the account of the Canadian Borrower, the aggregate amount of all Cash Collateralized Letters of Credit Commitment of such Issuing Bank at such time, and (iii) issued for the sum account of the total Credit Exposures shall Canadian Borrower does not exceed the Aggregate Commitmentsamount of cash and Cash Equivalents in the Canadian Availability Cash Collateral Account.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least five Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit G attached hereto. To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower Representative shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least five Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address other details of the beneficiary thereof and amendment, extension or renewal. Requests for issuance, amendment, extension or renewal must be accompanied by such other information as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, or entered into by the Borrower Representative with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Borrower Representative or any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall (x) contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith, shall be rendered null and void) and (y) all representations and warranties, covenants and events of default contained therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with this Agreement (and, to the extent inconsistent herewith, shall be deemed to incorporate such standards, qualifications, thresholds and exceptions contained herein without action by any other party). A Letter of Credit shall be issued, amended, extended or renewed or extended if and only if (and upon on issuance, amendment, extension or renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall, subject to Section 2.08, not exceed the aggregate of all Letter of Credit Commitments at such time, $5,000,000 and (ii) the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate CommitmentsTotal Revolving Credit Commitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Lender with copies of such Letter of Credit or amendment. Each letter of credit issued or renewed by the Issuing Bank on account of this Agreement shall be conclusively deemed to constitute a Letter of Credit, issued, renewed or delivered in full compliance with this Agreement for all purposes hereunder.

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

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

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit, (unless automatically renewed by its terms) or extension, a notice requesting the issuance other than any automatic extension of a Letter of Credit, or identifying Credit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to be amended, renewed or extended, and specifying the applicable Issuing Bank (with a copy to the Administrative Agent) at least three (3) Business Days in advance of the requested date of issuance, amendment, extension or renewal (or extension (which shall be a Business Daysuch shorter period as is acceptable to the applicable Issuing Bank), . If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as Borrower shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default that is in direct conflict with this Agreement, and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement. No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such timeSublimit, (ii) the portion of the LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit LC Commitment of such Issuing Bank at (unless otherwise agreed by such time, Issuing Bank) and (iii) (A) the sum Revolving Credit Exposure of any Lender does not exceed such Lxxxxx’s Revolving Credit Commitment, (B) the aggregate amount of the total Revolving Credit Exposures shall Exposure does not exceed the Aggregate Commitmentsaggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be acceptable to such or, in the case of an Alternate Currency Letter of Credit where the Issuing BankBank is Barclays Bank PLC, at least five Business Days) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendmentamendment or extension, renewal or extension (i) the LC Revolving Facility Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such timeapplicable Revolving Facility Commitments, (ii) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment Sublimit and (iii) with respect to the applicable Issuing Bank, the stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the applicable Specified L/C Sublimit of such Issuing Bank at then in effect. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such time, and (iii) the sum Issuing Bank does not otherwise issue letters of the total Credit Exposures shall not exceed the Aggregate Commitmentscredit in such Alternate Currency.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached hereto. To request an amendment, extension or renewal of a Letter of Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the Borrower shall submit such a request to the applicable Issuing Bank selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension or extension renewal, (iA) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans and Swingline Loans plus (y) the aggregate amount of all LC Exposures would not exceed the Total Revolving Credit Commitment and (B) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment Sublimit (unless otherwise increased). In addition, no Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit if the terms of such Letter of Credit extend beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class unless (1) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date, (2) all Revolving Lenders and such Issuing Bank at shall have consented to such timeexpiry date or (3) 100% of the then-available face amount thereof is Cash collateralized or backstopped on or before the date that such Letter of Credit is issued, amended, extended or renewed beyond such date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and (iii) if so requested by a Revolving Lender, the sum Administrative Agent will provide such Revolving Lender with copies of the total such Letter of Credit Exposures shall not exceed the Aggregate Commitmentsor amendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance (or such shorter period as is acceptable to the applicable Issuing Bank), a Letter of Credit Request (it being understood that, to the extent applicable, the issuance of any Letter of Credit expressly for the benefit of any subsidiary that is not a Loan Party shall be contingent upon the Administrative Agent’s receipt of any documentation and other information with respect to such subsidiary that has not been previously provided with respect to any Loan Party, that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and reasonably requested by the applicable Issuing Bank at least three Business Days prior to the requested date of issuance, ). To request an amendment, extension or renewal of an outstanding Letter of Credit, (unless automatically renewed by its terms) or extension, a notice requesting the issuance other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)) the Borrower shall submit a Letter of Credit Request to the applicable Issuing Bank or Issuing Banks selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent any representation or warranty, covenant or event of default in any letter of credit application or any such other document is inconsistent herewith, the same shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent any representation or warranty, covenant or event of default in any letter of credit application or any such other document is inconsistent herewith, the same shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person)). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and with respect to clauses (i) and (ii) below, upon the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such timeSublimit, and (iiiii) (A) the sum aggregate amount of the total Initial Revolving Credit Exposures Exposure shall not exceed the Aggregate Commitmentsaggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date (1) does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date or (2) is subject to Letter of Credit Support.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendmentamendment or extension, renewal or extension (i) the LC Revolving Facility Credit Exposure in respect shall not exceed the applicable Revolving Facility Commitments, (ii) the aggregate outstanding amount of all Letters of Credit issued by the such Issuing Banks does Bank shall not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of applicable amount set forth for such Issuing Bank at such time, in the definition of “Issuing Bank” hereunder and (iii) the sum of the total Credit Exposures Revolving L/C Exposure shall not exceed $30,000,000. For the Aggregate Commitmentsavoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit if such issuance, amendment, extension or increase would violate one or more of the applicable Issuing Bank’s policies (now or hereafter in effect) applicable to letters of credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Agent shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Applicable Issuing Bank) to the applicable Applicable Issuing Bank and the Administrative Agent three Agent, at least two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) Days, in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue in the form of Exhibit E attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower Agent shall submit such a request on its letterhead, addressed to the Applicable Issuing Bank (with a copy to the Agent) at least two (2) Business Days, in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the Applicable Issuing Bank, such the Borrower Agent also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Agent to, or entered into by the Borrower Agent or any Borrower within a Borrower Group with, the Applicable Issuing Bank relating to any Letter of Credit issued for the account of a Borrower within such Borrower Group, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the U.S. Exposure shall not exceed $50,000,000, (ii) the Dollar Equivalent Amount of Canadian LC Exposure shall not exceed $10,000,000, (iii) the total U.S. Revolving Exposures shall not exceed the lesser of the total U.S. Revolving Commitments and the U.S. Borrowing Base, and (iv) the total Canadian Revolving Exposures shall not exceed the lesser of the total Canadian Revolving Commitments and the Canadian Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Applicable Issuing Bank will also deliver to the Borrower Agent and the Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Agent shall notify the Applicable Lenders, in writing, of such Letter of Credit or amendment, and if so requested by an Applicable Lender the Agent will provide such Applicable Lender with a copy of such Letter of Credit or amendment. With respect to commercial Letters of all Credit, each Applicable Issuing Bank shall, on the first Business Day of each week, submit to the Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Applicable Issuing Bank does not exceed for the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsprevious calendar week.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure shall not exceed $25,000,000 (the “Letter of Credit Sublimit”), (ii) no Revolving Lender’s Revolving Exposure shall exceed such Revolving Lender’s Revolving Commitment and (iii) unless otherwise consented by the Issuing Bank in respect its sole discretion, the aggregate principal amount of outstanding Swingline Loans and Revolving Loans of such Issuing Bank, when aggregated with the face amount of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such timeBank, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsamount of such Issuing Bank’s Revolving Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative or any applicable Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Applicable Agent (and the Administrative Agent if it is not the Applicable Agent) (prior to 9:00 am, Local Time, at least three Business Days (or such shorter period as may be acceptable prior to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, or such shorter period of time as may be agreed to by the Applicable Agent and the applicable Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower or other Loan Party also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension the total Credit Exposures of each Class shall not exceed (i) the LC Exposure in respect lesser of all Letters the total Revolving Commitments of Credit issued by such Class and the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at Borrowing Base applicable to such timeClass, minus (ii) the LC Exposure in Commitment Reserves established with respect of all Letters of Credit issued to the applicable Loan Parties and the Collateral owned by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsapplicable Loan Parties.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) or extension, a notice in the form of Exhibit D-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendmentamendment or extension, renewal or extension (i) the LC Revolving Facility Credit Exposure in shall not exceed the applicable Revolving Facility Commitments, (ii) with respect to such Issuing Bank, the sum of all the aggregate face amount of Letters of Credit issued by such Issuing Bank, when aggregated with the outstanding Revolving Facility Loans and Swingline Loans funded by such Issuing Banks does Bank, shall not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit its Revolving Facility Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures Revolving L/C Exposure shall not exceed the Aggregate Commitmentsapplicable Letter of Credit Sublimit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal permitted pursuant to paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the relevant Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s its standard form in connection with any request for a Letter of Credit; provided that no provision in such application shall be deemed effective to the extent such provision contains, provides for, or requires, representations, warranties, covenants, security interests, Liens, indemnities, reimbursements of costs or expenses, events of default, remedies, or standards of care or to the extent such provision conflicts or is inconsistent with this Agreement. Following receipt of a notice requesting the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (iextension, the limits and sublimits specified in Section 2.06(a) are satisfied. Notwithstanding the LC Exposure in respect of all Letters of Credit issued by foregoing or anything else to the contrary contained herein, no Issuing Banks does not exceed the aggregate of all Bank shall be under any obligation to issue any Letter of Credit Commitments at if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not exceed having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank (x) shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit Commitment in particular, (y) shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Revolving Effective Date, or (z) shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Revolving Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided that, in the cases of clauses (y) and (z), such Issuing Bank shall have provided written notice to the Borrower of its refusal to issue any Letter of Credit and the specific reasons therefor and the Borrower shall not have compensated such Issuing Bank for the imposition of such restriction, reserve or capital or liquidity requirement or reimbursed such Issuing Bank for such loss, cost or expense, as applicable; or (B) the issuance of such Letter of Credit would violate one or more polices of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsas consistently applied).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. The Existing Letters of Credit shall be deemed to have been issued hereunder as of the Effective Date. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (not less than three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit to be amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.07(c)); (civ) of this Section), specifying the amount of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; (vi) specifying the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit); and (vii) specifying whether such Letter of Credit will be issued in the ordinary course for purchases or transportation of natural gas by the Borrower or any of its Subsidiaries (and as a result the obligations of the Borrower and its Consolidated Subsidiaries in respect of such Letter of Credit will be excluded from the calculation of Consolidated Total Funded Indebtedness). Each notice shall constitute a representation and warranty with respect to the information set forth therein and that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (x) the LC Exposure shall not exceed the LC Sublimit, (y) the total Revolving Credit Exposures shall not exceed the total Commitments, and (z) each condition precedent set forth in Section 6.02 has been satisfied with respect to such Letter of Credit. If requested by such the applicable Issuing BankBank in connection with any request for a Letter of Credit, such the Borrower also shall submit a an appropriately completed letter of credit application on such Issuing Bank’s standard form as in connection with effect from time to time, which application may require the inclusion of draft language for such Letter of Credit that is reasonably acceptable to such Issuing Bank and may be required to be signed by a Responsible Officer of the Borrower. No Issuing Bank will be required to: (A) issue any request for a Letter of Credit if (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit. A , or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall be issued, amended, renewed or extended if and only if (and impose upon issuance, amendment, renewal or extension of each such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Borrower Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall be deemed impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to represent and warrant that)it, after giving effect to such issuance, amendment, renewal or extension (i2) the LC Exposure in respect issuance of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all such Letter of Credit Commitments would violate one or more policies of such Issuing Bank applicable to letters of credit generally, (3) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000, (4) such Letter of Credit is to be denominated in a currency other than Dollars, or (5) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (B) amend or extend any Letter of Credit if such Issuing Bank would not be required at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed time to issue the Letter of Credit Commitment in its amended form under the terms hereof or if the beneficiary of such Issuing Bank Letter of Credit does not accept the proposed amendment thereto. Any request for the issuance of a Letter of Credit that is made at such time, and (iii) the sum of the total Credit Exposures any time that there is a Defaulting Lender shall not exceed the Aggregate Commitmentsbe subject to Section 4.04(d).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) or extension, a notice in the form of Exhibit D-2 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendmentamendment or extension, renewal or extension (i) the LC Revolving Facility Credit Exposure in respect shall not exceed the Revolving Facility Commitments, (ii) unless the applicable Issuing Bank otherwise agrees, the stated amount of all outstanding Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment Individual Sublimit of such Issuing Bank at such timethen in effect, and (iii) unless the applicable Issuing Bank otherwise agrees, with respect to such Issuing Bank, the sum of the total aggregate face amount of outstanding Letters of Credit Exposures issued by such Issuing Bank, when aggregated with the outstanding Revolving Facility Loans and Swingline Loans funded by such Issuing Bank, shall not exceed its Revolving Facility Commitment and (iv) the Revolving L/C Exposure shall not exceed the Aggregate Commitmentsapplicable Letter of Credit Sublimit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) , to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be acceptable to such or, in the case of an Alternate Currency Letter of Credit where the Issuing Bank is Xxxxx Fargo Bank, N.A., at least five Business Days) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendmentamendment or extension, renewal or extension (i) the LC Revolving Facility Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such timeapplicable Revolving Facility Commitments, (ii) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment Sublimit and (iii) with respect to the applicable Issuing Bank, the stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the applicable Specified L/C Sublimit of such Issuing Bank at then in effect. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such time, and (iii) the sum Issuing Bank does not otherwise issue letters of the total Credit Exposures shall not exceed the Aggregate Commitmentscredit in such Alternate Currency.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of CreditCredit (other than any automatic renewal permitted pursuant to paragraph (c) of this Section), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three (five Business Days (or such shorter period as may be acceptable agreed to such by the applicable Issuing Bank) in advance of prior to the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, the purpose and nature of the requested Letter of Credit and such other information as shall be requested by the applicable Issuing Bank as necessary to enable such Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of CreditCredit and such other documents and information pertaining to the applicable Letter of Credit as such Issuing Bank or the Administrative Agent may require. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each any Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure shall not exceed the LC Sublimit (unless otherwise agreed by the Administrative Agent and the Issuing Banks), (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment, (iii) the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment and (iv) following the effectiveness of any Maturity Date Extension Request with respect to the Revolving Commitments, the LC Exposure in respect of all Letters of Credit issued by having an expiration date after the Issuing Banks does second Business Day prior to the Existing Maturity Date shall not exceed the aggregate Revolving Commitments of all the Consenting Lenders extended pursuant to Section 2.21. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit Commitments at such time, to occur unless it shall have given to the Administrative Agent written notice thereof as required under paragraph (iil) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsthis Section.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by facsimile or other electronic communicationtransmission, if arrangements for doing so have been approved by the applicable Issuing Bank) Bank to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed amendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) a written notice by its terms) or extension, a notice an Authorized Person requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such letter of credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. All such requests shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Letter of Credit shall not be issued, amended or extended until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the issuance, amendment or extension of any such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendmentamendment or extension, renewal or extension (i) the LC total Revolving L/C Exposure in shall not exceed the Letter of Credit Sublimit, and the Revolving L/C Exposure with respect of to all Letters of Credit issued by the such Issuing Banks does Bank shall not exceed the aggregate of all such Issuing Bank’s Letter of Credit Commitments at such timeCommitment, (ii) the LC total Revolving Facility Credit Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timetotal Revolving Facility Commitments, and (iii) the sum of the total Revolving Facility Credit Exposures Exposure shall not exceed the Aggregate CommitmentsBorrowing Base, and (iv) in the case of an Alternate Currency Letter of Credit, the Dollar Equivalent of the total Revolving L/C Exposure with respect to all Alternate Currency Letters of Credit would exceed $60.0 million.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of CreditCredit from an Issuing Bank), a the Applicable Borrower shall hand deliver email or fax telecopy (or transmit by any other electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable such Issuing Bank and the Administrative Agent (reasonably in advance of, but not less than three (3) Business Days prior to, the requested date of issuance (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceBank may agree), amendment, renewal (unless automatically renewed by its termsor extension and which, in the case of a Letter of Credit to be issued on the Closing Date, may be conditioned on the occurrence of the Closing Date) or extension, a notice in the applicable Issuing Bank’s customary form requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06), the amount of such Letter of Credit, the Agreed Currency applicable thereto), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such The Applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended, renewed or extended if and only (A) if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Section 2.04, the Dollar Amount of the LC Exposure shall not exceed $15,000,000 (the “LC Sublimit”) and (ii) subject to Section 2.04, the sum of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the aggregate Revolving Commitments; provided that the LC Sublimit may be increased from time to time upon agreement between the Administrative Agent and Borrowers, so long as any increase has been appropriately committed by a Lender (that is or shall be an Issuing Bank), on terms and conditions satisfactory to the Administrative Agent and (B) in accordance with such Issuing Bank’s usual and customary policies and practices from time to time; provided, further, that the Dollar Amount of the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any each Issuing Bank does may not exceed be increased or decreased without the Letter of Credit Commitment of such applicable Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate CommitmentsBank’s consent.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Revolving Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Revolving Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Revolving Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Revolving Facility Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit total Revolving Facility Commitments at such time, and (ii) the LC Exposure in respect aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentssuch Issuing Bank’s Revolving L/C Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower Representative shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) or extension, a notice in the form of Exhibit D-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the Borrower (or Parent, or Subsidiary thereof) for which such Letter of Credit is to be issued (and, if for Parent or a Subsidiary that is not a Borrower, the Borrower that is responsible under this Agreement for making payments with respect to such Letter of Credit hereunder, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit to be amended, renewed, modified or extended. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendmentamendment or extension, renewal or extension (i) the LC Revolving Facility Credit Exposure in shall not exceed the applicable Revolving Facility Commitments, (ii) with respect to such Issuing Bank, the sum of all the aggregate face amount of Letters of Credit issued by such Issuing Bank, when aggregated with the outstanding Revolving Facility Loans funded by such Issuing Banks does Bank, shall not exceed its Revolving Facility Commitment, (iii) with respect to such Issuing Bank, the sum of the aggregate face amount of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any such Issuing Bank does shall not exceed the its Letter of Credit Commitment of such Issuing Bank at such timeCommitment, and (iiiiv) the sum of the total Credit Exposures Revolving L/C Exposure shall not exceed the Aggregate Commitmentsapplicable Letter of Credit Sublimit and (v) prior to the Spinoff Date, the Revolving Facility Credit Exposure shall not exceed $750,000,000. Additionally, Barclays Bank PLC shall be under no obligation to issue any Trade Letter of Credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. The Existing Letters of Credit shall be deemed to have been issued hereunder as of the Effective Date. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (not less than three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit to be amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.08(c)); (civ) of this Section), specifying the amount of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and (vi) specifying the amount of the then effective Borrowing Base and the then effective Aggregate Elected Commitment Amounts and whether a Borrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). Each notice shall constitute a representation and warranty by the Borrower that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (x) the LC Exposure shall not exceed the LC Commitment and (y) the total Revolving Credit Exposures shall not exceed the total Commitments (i.e., the least of (A) the Aggregate Maximum Credit Amounts, (B) the then effective Borrowing Base and (C) the then effective Aggregate Elected Commitment Amounts). No letter of credit issued by the Issuing Bank (if the Issuing Bank is not the Administrative Agent) shall be deemed to be a “Letter of Credit” issued under this Agreement unless the Issuing Bank has requested and received written confirmation from the Administrative Agent that the representations by the Borrower contained in the foregoing clause (x) and clause (y) are true and correct. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A ; provided that, in the event of any conflict between such application or any Letter of Credit Agreement and the terms of this Agreement, the terms of this Agreement shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentscontrol.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three on the third Business Days Day (or such shorter other period as may be of time acceptable to such the applicable Issuing Bank) in advance of the prior to requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, extension a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph subsection (cb) of this SectionSection 2.03), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Credit, the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the total LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time$50,000,000, and (iiiii) the sum of the aggregate outstanding principal amount of the Revolving Credit Advances made by all Lenders plus the total Credit Exposures LC Exposure shall not exceed at any time the Aggregate Commitmentsaggregate amount of the Commitments of the Lenders.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day) and other details of the amendment, extension or renewal; provided, that, any request for extension or renewal shall not exceed twelve (12) months and in no event shall extend beyond the dates set forth in Section 2.05(c), . If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement)), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect does not exceed the Letter of Credit Sublimit, (ii) the aggregate Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment and (iii) (A) the Issuing Banks aggregate amount of the Initial Revolving Credit Exposure shall not exceed the aggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of all the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term extending beyond any Maturity Date applicable to the Revolving Credit Commitments at such timeof any Class, (ii) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in respect effect that are scheduled to remain in effect after such Maturity Date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent (if so requested by the Administrative Agent) a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment. Not later than the third Business Day following the last day of each month (or at such other intervals as the Administrative Agent and the applicable Issuing Bank shall agree), each Issuing Bank shall provide to the Administrative Agent a schedule of all outstanding Letters of Credit issued by any such Issuing Bank does not exceed Bank, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance, the account party, the original face amount (if any), the expiration date and the reference number, in each case, of each such Letter of Credit Commitment of Credit, and showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank at during such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsmonth.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), a the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three (3) Business Days Days, in the case of Revolving Letters of Credit denominated in Euro, and otherwise two (or such shorter period as may be acceptable to such Issuing Bank2) Business Days, in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the currency of such Revolving Letter of Credit, the amount of such Revolving Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Revolving Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Revolving Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Revolving Facility Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit total Commitments at such time, and (ii) the LC Exposure in respect aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentssuch Issuing Bank’s Revolving L/C Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit G attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two (2) Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension: (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures Pre-Funded L/C Exposure and the Pre-Funded L/C Loans shall not exceed the Aggregate aggregate Pre-Funded L/C Commitments, (ii) the aggregate Pre-Funded L/C Exposure shall not exceed the aggregate Credit-Linked Deposits, and (iii) all conditions precedent in Section 4.02 have been satisfied (or waived by the Pre-Funded L/C Lenders with Pre-Funded L/C Credit Exposure representing greater than 50% of the total Pre-Funded L/C Credit Exposure). Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Pre-Funded L/C Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Pre-Funded L/C Lender, the Administrative Agent will provide such Pre-Funded L/C Lender with copies of such Letter of Credit or amendment. With respect to commercial Letters of Credit, each Issuing Bank shall on the first Business Day of each week submit to the Administrative Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit for the previous calendar week.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeSublimit, (ii) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments and (iii) no Alternate Currency Letter of Credit shall be issued if, after giving effect thereto, the sum aggregate amount of Revolving L/C Exposure with respect to all Alternate Currency Letters of Credit would exceed $3,000,000 (or such larger amount within the total Letter of Credit Exposures Sublimit as the Administrative Agent and the applicable Issuing Bank may agree). For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not exceed the Aggregate Commitmentsotherwise issue letters of credit in such Alternate Currency.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of CreditCredit Request, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or an Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeSublimit, (ii) the Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and (iii) no Alternate Currency Letter of Credit shall be issued if, after giving effect thereto, the sum aggregate amount of the total L/C Exposure with respect to all Alternate Currency Letters of Credit Exposures shall not would exceed the Aggregate Commitments$30 million.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, or such lesser time as acceptable to the U.S. Borrower and the relevant Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, attaching the Letter of Credit which must be in an agreed form (between the U.S. Borrower and the relevant Issuing Bank) and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which may be U.S. Dollars or any Alternative Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, as the case may be, (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does will not exceed the Letter of Credit Commitment Sublimit, (ii) Total Revolving Facility Exposure will not exceed the lesser of such Issuing Bank at such time(A) the Total Revolving Facility Commitments and (B) the Global Borrowing Base, and (iii) the sum of the total Credit Exposures shall aggregate U.S. Revolving Facility Exposure will not exceed the Aggregate CommitmentsU.S. Sublimit, (iv) the Total Revolving Facility Exposure less the German Revolving Facility Exposure will not exceed the Specified Sublimit and (v) all conditions precedent in Section 4.01 have been satisfied or waived.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Trade Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower the Borrowers shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Trade Letter of Credit, or identifying the Trade Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Trade Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Trade Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Trade Letter of Credit. The Borrower shall deliver to the Administrative Agent no later than 3:30 p.m., New York City time, on each Business Day a written report, in form and substance reasonably satisfactory to the Administrative Agent, of all Trade Letters of Credit issued, amended, renewed or extended on such Business Day. To request the issuance of a Stand-by Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrowers shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Stand-by Letter of Credit, or identifying the Stand-by Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Stand-by Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Stand-by Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Stand-by Letter of Credit. If requested by such the applicable Issuing Bank, such Borrower the Borrowers also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Stand-by LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $50,000,000 and (ii) after giving effect to the LC Exposure in respect issuance of all Letters of Credit issued by any Issuing Bank does not exceed the such Letter of Credit Commitment of such Issuing Bank at such timeCredit, and (iii) the sum of the total Credit Exposures Availability shall not exceed the Aggregate Commitmentsbe less than zero.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Agent shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to Administrative Agent and the applicable Issuing Bank), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit F attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower Agent shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such Administrative Agent or the applicable Issuing Bank, such the Borrower Agent also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Agent to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall, subject to Sections 2.09(b) and 2.23(f), not exceed the aggregate of all Letter of Credit Commitments at such time$50,000,000, and (ii) the aggregate amount of Credit Extensions shall not exceed the ABL Line Cap. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Agent and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Lender, the Administrative Agent will provide such Lender with copies of such Letter of Credit or amendment. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by any such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank does not exceed Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Commitment of such so issued by an Issuing Bank at such timein excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and (iii) the sum of the total Credit Exposures shall not exceed affect the Aggregate CommitmentsIssuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank (except that the Issuing Bank in respect of Existing Letters of Credit shall not issue additional Letters of Credit and, unless agreed by it, shall not be required to amend, renew or extend an Existing Letter of Credit) and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $250,000,000 and (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit aggregate Revolving Exposures shall not exceed the Aggregate Commitmentslesser of (x) the aggregate Revolving Commitments and (y) the Borrowing Base, in each case at such time.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached hereto. To request an amendment, extension or renewal of a Letter of Credit (other than any automatic extension of a Letter of Credit permitted under ‎Section 2.05(c)), a Borrower shall submit such a request to the applicable Issuing Bank selected by such Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such a Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by a Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension or extension renewal, (iA) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans and Swingline Loans plus (y) the aggregate amount of all LC Exposures would not exceed the Total Revolving Credit Commitment and (B) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment Sublimit (unless otherwise increased). In addition, no Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit if the terms of such Letter of Credit extend beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class unless (1) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date, (2) all Revolving Lenders and such Issuing Bank at shall have consented to such timeexpiry date or (3) 100% of the then-available face amount thereof is Cash collateralized or backstopped on or before the date that such Letter of Credit is issued, amended, extended or renewed beyond such date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and (iii) if so requested by a Revolving Lender, the sum Administrative Agent will provide such Revolving Lender with copies of the total such Letter of Credit Exposures shall not exceed the Aggregate Commitmentsor amendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of CreditCredit (other than any automatic renewal permitted pursuant to paragraph (c) of this Section), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three (five Business Days (or such shorter period as may be acceptable agreed to such by the applicable Issuing Bank) in advance of prior to the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, the purpose and nature of the requested Letter of Credit and such other information as shall be requested by the applicable Issuing Bank as necessary to enable such Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of CreditCredit and such other documents and information pertaining to the applicable Letter of Credit as such Issuing Bank or the Administrative Agent may require. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each any Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure shall not exceed the LC Sublimit (unless otherwise agreed by the Administrative Agent and the Issuing Banks), (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment, (iii) the aggregate amount of the outstanding Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s LC Commitment, (iv) the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitment and (v) following the effectiveness of any Maturity Date Extension Request with respect to the Revolving Commitments, the LC Exposure in respect of all Letters of Credit issued by having an expiration date after the Issuing Banks does second Business Day prior to the Existing Maturity Date shall not exceed the aggregate Revolving Commitments of all the Consenting Lenders extended pursuant to Section 2.21. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit Commitments at such time, to occur unless it shall have given to the Administrative Agent written notice thereof as required under paragraph (iil) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsthis Section.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. (i) To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by facsimile or electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) communication to the applicable Issuing Bank and the Administrative Agent Agent, no less than three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice Notice of L/C Activity requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business DayDay at least three Business Days after the form of such Letter of Credit or amendment, renewal or extension has been agreed by the Borrower, the applicable Issuing Bank and the beneficiary), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter Letter of credit Credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. . (ii) A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (iA) with respect to any Revolving Letter of Credit, (1) the LC total Revolving Facility Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the total Revolving Commitments and (2) the aggregate available amount of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Revolving Letters of Credit issued by any Issuing Bank does shall not exceed the such Issuing Bank’s Revolving L/C Issuing Commitment or (B) with respect to any DSR Letter of Credit Commitment of such Issuing Bank at such timeCredit, and (iii1) the sum of total DSR Facility Exposure for the total Credit Exposures applicable Tranche shall not exceed the Aggregate Commitmentstotal DSR Commitments for such Tranche and (2) the aggregate available amount of all DSR Letters of Credit issued by any Issuing Bank for the applicable Tranche shall not exceed such Issuing Bank’s DSR L/C Issuing Commitment for such Tranche. (iii) If, on the Term Conversion Date after giving effect to the reduction in the Revolving L/C Issuing Commitments (as provided in the definition thereof), the aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank exceeds such Issuing Bank’s Revolving L/C Issuing Commitment, then the Borrower shall deposit cash collateral in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, in an amount equal to 102.5% of any such excess.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Agent, at least two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit F attached hereto (each a “Letter of Credit Request”). To request an amendment, extension or renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, the Borrower shall submit such a request on its letterhead, addressed to the applicable Issuing Bank (with a copy to the Administrative Agent) at least two (2) Business Days in advance of the requested date of amendment, extension or renewal, identifying the Letter of Credit to be amended, renewed or extended, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal. Requests for issuance, amendment, renewal or extension (which shall must be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and accompanied by such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon on issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$40,000,000, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does total Revolving Exposures shall not exceed the Letter lesser of Credit Commitment of such Issuing Bank the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time, ) and (iii) the sum aggregate amount of the total Tranche A Credit Exposures Extensions shall not exceed the lesser of the Aggregate CommitmentsTranche A Commitments and the Tranche A Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Tranche A Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Tranche A Lender, the Administrative Agent will provide such Tranche A Lender with copies of such Letter of Credit or amendment. With respect to commercial Letters of Credit, each Issuing Bank shall on the first Business Day of each week submit to the Administrative Agent, by facsimile, a report detailing the daily aggregate total of commercial Letters of Credit for the previous calendar week.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bankrecipient) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) Agent, reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice Letter of Credit Request requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon each issuance, amendment, renewal or extension of each any Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does will not exceed the aggregate of all Letter of Credit Commitments at such timeSublimit, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does will not exceed the Letter of Credit Commitment applicable Specified L/C Sublimit of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall Aggregate Revolving Exposure will not exceed the Aggregate CommitmentsRevolving Commitment. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such timeIssuing Bank Sublimit, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the total Revolving Commitments. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower so requests in any applicable letter of credit application, the relevant Issuing Bank may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit the relevant Issuing Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior written notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Extension Letter of Credit has been issued, unless otherwise directed by the relevant Issuing Bank, the Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Maturity Date (such date, the “Letter of Credit Expiration Date”), unless each Revolving Lender (in its sole discretion) has approved a later expiry date; provided, that the relevant Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of clause (a) or (b) of this Section 2.19 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 3.02 is not then satisfied; provided, further, that the relevant Issuing Bank may permit any such extension to an expiry date later than the Letter of Credit Expiration Date if the LC Exposure in respect of all Letters such Letter of Credit issued has been cash collateralized or back-stopped by any a letter of credit reasonably satisfactory to the applicable Issuing Bank does not exceed (it being understood and agreed that, in such case, the obligations of the Revolving Lenders to reimburse any drawing under such Letter of Credit pursuant to the terms hereof following the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum Expiration Date shall terminate as of the total Letter of Credit Exposures shall not exceed Expiration Date, unless all of the Aggregate CommitmentsRevolving Lenders (in their sole discretion) have approved such later expiry date).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) (x) the LC Exposure in respect aggregate undrawn amount of all outstanding Letters of Credit issued by the Issuing Banks does Bank at such time plus (y) the aggregate amount of all LC Disbursements made the Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed the aggregate of all its Letter of Credit Commitments at such timeCommitment, (ii) the LC no Lender’s Revolving Credit Exposure in respect of all Letters of Credit issued by any Issuing Bank does not shall exceed the Letter of Credit its Revolving Commitment of such Issuing Bank at such time, and (iii) the sum of the total Revolving Credit Exposures Exposure plus the aggregate principal amount of outstanding Term Loans shall not exceed the Aggregate total Commitments. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a Borrower the Applicant Party shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, (subject to paragraph (n) of this Section) the currency in which such Letter of Credit is to be denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such Borrower the Applicant Party also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Applicant Party shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $200,000,000 and (ii) the LC U.S. Revolving Facility Credit Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentstotal U.S. Revolving Facility Commitments (less the unused U.S. Revolving Facility Commitments of any Defaulting U.S. Revolving Facility Lender at such time).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the relevant Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank Lender and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice specifying the name of the relevant Borrower and requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which shall be Dollars or, subject to Section 2.21, an Alternative Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing BankLender, such the relevant Borrower also shall submit a letter of credit application on such Issuing BankLender’s standard form in connection with any request for a Letter of Credit. Following receipt of such notice and prior to the issuance of the requested Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Letter of Credit and shall notify the Parent Borrower, the relevant Borrower and the applicable Issuing Lender of the amount of the Total Domestic Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Domestic Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Parent Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Parent Borrower and the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$250,000,000, (ii) the LC Exposure in with respect of all to Letters of Credit issued by any Issuing Bank does denominated in Dollars, pounds sterling and Euros shall not exceed the Letter of Credit Commitment of such Issuing Bank at such time$250,000,000, and (iii) the sum Alternative Currency LC Exposure with respect to Letters of Credit denominated in any Alternative Currency (other than pounds sterling or Euros) shall not exceed $75,000,000 and (iv) the total Credit Exposures Total Domestic Exposure shall not exceed the Aggregate total Domestic Revolving Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent (unless otherwise agreed by the applicable Issuing Bank, not less than three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the outstanding Letter of Credit to be amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.08(c)); (civ) of this Section), specifying the amount of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and (vi) specifying the amount of the then effective Borrowing Base and the current total Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). Each notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (x) the LC Exposure shall not exceed the LC Commitment and (y) the total Credit Exposures shall not exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base). No letter of credit issued by any Issuing Bank shall be deemed to be a “Letter of Credit” issued under this Agreement unless such Issuing Bank has requested and received written confirmation from the Administrative Agent that the representations by Borrower contained in the foregoing clauses (x) and (y) are true and correct. If requested by such any Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Credit and shall guarantee the reimbursement of any Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension issued for the account of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsa Loan Party.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of written request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit N (it being understood that, to the extent applicable, the issuance of any Letter of Credit expressly for the benefit of any subsidiary that is not a Loan Party shall be contingent upon the Administrative Agent’s receipt of any documentation and other information with respect to such subsidiary that has not been previously provided with respect to any Loan Party, that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and reasonably requested by the applicable Issuing Bank at least two Business Days prior to the requested date of issuance. To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the Borrower shall submit such a request to the applicable Issuing Bank or Issuing Banks selected by the Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent any such representation or warranty, covenant or Event of Default is inconsistent herewith, the same shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent any such representation or warranty, covenant or Event of Default is inconsistent herewith, the same shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon with respect to clause (i) and (ii) below, on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such timeSublimit, and (iiiii) (A) the sum aggregate amount of the total Initial Revolving Credit Exposures Exposure shall not exceed the Aggregate Commitmentsaggregate amount of the Initial Revolving Credit Commitments then in effect, (B) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class then in effect and (C) if such Letter of Credit has a term extending beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date (x) does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date or (y) is subject to Letter of Credit Support.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative shall deliver by hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent ((i) in the case of Letters of Credit to be issued in dollars, prior to 1:00 p.m., New York City time, at least three Business Days and (or such shorter period as may be acceptable to such Issuing Bankii) in advance the case of Letters of Credit to be issued in an LC Alternative Currency, prior to 1:00 p.m., New York City time, at least five Business Days prior to the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Loan Party or Restricted Subsidiary for whose account such Letter of Credit is to be issued, the currency in which such Letter of Credit will be denominated (which may be in: (x) dollars or an LC Alternative Currency in the case of U.S. Letters of Credit and (y) dollars or Canadian Dollars in the case of Canadian Letters of Credit), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure in shall not exceed the LC Aggregate Maximum Amount, (ii) U.S. Availability shall not be less than zero, (iii) Canadian Availability shall not be less than zero, (iv) Aggregate Availability shall not be less than zero, (v) the aggregate LC Exposure with respect of to all Letters of Credit issued by the Issuing Banks does in an LC Alternative Currency shall not exceed the aggregate of all Letter of Credit Commitments at such timeLC Alternative Currency Sublimit, (iivi) the LC Exposure in respect of all Letters of Credit issued by any the applicable Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeBank’s LC Individual Sublimit, and (iiivii) the sum of the total Credit Exposures each Lender’s U.S. Revolving Exposure, Canadian Revolving Exposure and Revolving Exposure shall not exceed the Aggregate Commitmentssuch Lender’s U.S. Commitment, Canadian Commitment and Revolving Commitment, respectively.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of CreditCredit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bankrecipient) to the applicable Issuing Bank and the Administrative Agent Agent, prior to 2:00 p.m., New York City time, at least three Business Days prior to (or such shorter period later time as may be is reasonably acceptable to such the applicable Issuing Bank) Bank in advance of of) the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon each issuance, amendment, renewal or extension of each any Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does will not exceed the aggregate of all Letter of Credit Commitments at such time, $15,000,000 and (ii) the LC Aggregate Revolving Exposure in respect of all Letters of Credit issued by any Issuing Bank does will not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base then in effect. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit Commitment to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsthis Section.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the relevant Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank Lender and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice specifying the name of the relevant Borrower and requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which shall be Dollars or, subject to Section 2.22, an Alternative Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing BankLender, such the relevant Borrower also shall submit a letter of credit application on such Issuing BankLender’s standard form in connection with any request for a Letter of Credit. Following receipt of such notice and prior to the issuance of the requested Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Letter of Credit and shall notify the Parent Borrower, the relevant Borrower and the applicable Issuing Lender of the amount of the Total Domestic Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Domestic Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Parent Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Parent Borrower and the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (iA) the aggregate outstanding principal amount of all Domestic Revolving Loans plus the amount of all LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $400,000,000 and (iiB) the LC Total Domestic Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate total Domestic Revolving Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Applicable Agent (and the Administrative Agent if it shall not be the Applicable Agent) (at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, whether such Letter of Credit is to be a Global Tranche Letter of Credit or a US/UK Tranche Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such an Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s 's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$500,000,000, (ii) the portion of the LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit LC Commitment of such Issuing Bank at such timeBank, and (iii) the sum of the total aggregate Global Tranche Credit Exposures shall will not exceed the Aggregate aggregate Global Tranche Commitments, and (iv) the aggregate US/UK Tranche Credit Exposures will not exceed the aggregate US/UK Tranche Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (not less than three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit to be amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.08(d)); (civ) of this Section), specifying the amount of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If ; and (vi) specifying the amount of the then effective Borrowing Base, the current Aggregate Revolving Credit Exposures (without regard to the requested by such Issuing BankLetter of Credit or the requested amendment, such Borrower also shall submit a letter renewal or extension of credit application on such Issuing Bank’s standard form in connection with any request for a an outstanding Letter of Credit. A ) and the pro forma Aggregate Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). Each notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the Aggregate Revolving Credit Exposures shall not exceed the Aggregate Commitments. Notwithstanding the foregoing, the Issuing Bank shall not at any time be issuedobligated to issue, amendedamend, renewed renew or extended extend any Letter of Credit if and only if any Lender is at such time an Impacted Lender hereunder, unless (and upon x) the Borrower cash collateralizes such Impacted Lender’s portion of the total LC Exposure (calculated after giving effect to the issuance, amendment, renewal or extension of each such Letter of Credit Credit) in accordance with the procedures set forth in Section 2.08(k) or (y) the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank in its sole discretion with the Borrower or such Borrower shall be deemed Impacted Lender to represent and warrant that), after giving effect eliminate the Issuing Bank’s risk with respect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum Impacted Lender’s portion of the total Credit Exposures shall not exceed the Aggregate CommitmentsLC Exposure.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the requesting Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank or the LC Facility Issuing Bank, as applicable) to the applicable Issuing Bank and or the Administrative Agent three Business Days (or such shorter period as may be acceptable to such LC Facility Issuing Bank) , as applicable, and, in the case of standby Revolving Letters of Credit and LC Facility Letters of Credit, the Agent (reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying (A) the date of issuance, amendment, renewal or extension (which shall be a Business Day), (B) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04(c), (C) the amount of such Letter of Credit, (D) the currency in which such Letter of Credit is to be denominated (which shall comply with Section 2.04(a)), (E) if such Letter of Credit is a Revolving Letter of Credit, the Revolving Facility under which such Letter of Credit is to be issued and whether such Revolving Letter of Credit is a commercial or standby Revolving Letter of Credit, (F) the name and address of the beneficiary thereof and (G) such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank or the LC Facility Issuing Bank, such as applicable, the requesting Borrower shall also shall submit a letter of credit application on such Issuing Bank’s or the LC Facility Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall not be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the requesting Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (ix) with respect to Revolving Letters of Credit, (I) the Revolving Credit Outstandings (it being understood that with respect to the issuance, amendment, renewal or extension of any Letters of Credit under the U.S. Revolving Facility, commercial Revolving Letters of Credit having a Revolving LC Exposure of $15.0 million shall at all times be deemed to be outstanding) under all Revolving Facilities would exceed the Revolving Commitments under all Revolving Facilities, (II) the Revolving Available Credit under the applicable Revolving Facility would be less than zero, (III) with respect to any commercial Revolving Letters of Credit, the aggregate Revolving LC Exposure in respect of commercial Revolving Letters of Credit would exceed $15.0 million or (IV) the Revolving LC Exposure under all Revolving Facilities would exceed $250.0 million and (y) with respect to LC Facility Letters of Credit either (I) the LC Facility LC Exposure would exceed the Total LC Facility Deposit or (II) if any Later Expiring LC Facility Letter of Credit is then outstanding, the Later Expiring LC Facility Deposits would be less than the sum, without duplication, of (A) the aggregate face amount of the Later Expiring LC Facility Letters of Credit and (B) the aggregate amount of unreimbursed LC Facility LC Disbursements in respect of the Later Expiring LC Facility Letters of Credit. Upon the issuance of any standby Letter of Credit or increase in the amount of a standby Letter of Credit, the U.S. Borrower shall promptly notify the Agent thereof. Additionally, no Revolving Issuing Bank shall be required to issue, amend, extend or renew any Revolving Letter of Credit issued pursuant to any Revolving Facility if any Revolving Lender under such Revolving Facility is then a Defaulting Lender, unless such Revolving Issuing Bank shall be satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral shall be provided by the Borrower in accordance with Section 2.04(n) and participating interests in any such newly issued Revolving Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.04(n) (and Defaulting Lenders shall not participate therein). Each Issuing Bank and the LC Facility Issuing Bank will also furnish to the Agent an activity report (which shall consist of, with respect to commercial Letters of Credit, the net aggregate daily amount available to be drawn plus bankers’ acceptances or deferred undertakings (in each case, not constituting reimbursement obligations under clause (e) of this Section 2.04) that were created upon presentation under such Letters of Credit (the “Net Daily Amount”) at the end of each day) with respect to the Letters of Credit issued by it no later than five Business Days following the Issuing Banks does not exceed end of each calendar quarter and on any other date reasonably requested by the aggregate of all Agent. Notwithstanding anything in this Agreement to the contrary, in no event shall Citibank, N.A. be required to issue, renew, amend or extend any Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by including any Issuing Bank does not exceed the Existing Letter of Credit Commitment of such Issuing Bank at such time, and (iiiCredit) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsunder this Agreement.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on such application, in each case, as required by the Issuing Bank and using the Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended if by the Issuing Bank in its sole discretion and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the amount of the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$5,000,000, (ii) the LC no Lender’s Revolving Credit Exposure in respect of all Letters of Credit issued by any Issuing Bank does not shall exceed the Letter of Credit Commitment of such Issuing Bank at such timeits Revolving Commitment, and (iii) the sum of the total Total Revolving Credit Exposures Exposure shall not exceed the Aggregate aggregate Revolving Commitments. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank shall prohibit, or require that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To In order to request the issuance of a Letter of Credit (or the amendmentto amend, renewal (unless automatically renewed by its terms) renew or extension of extend an outstanding existing Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (no less than three Business Days (or such shorter period as may be of time acceptable to such the Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying whether such Letter of Credit shall be a Funded Letter of Credit or a Revolving Letter of Credit, the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to prepare, amend, renew or extend prepare such Letter of Credit. If requested by such The Issuing Bank, such Borrower also Bank shall submit a letter promptly (i) notify the Administrative Agent in writing of credit application on such Issuing Bank’s standard form in connection with any request for a the amount and expiry date of each Letter of CreditCredit issued by it and (ii) provide a copy of such Letter of Credit (and any amendments, renewals or extensions thereof) to the Administrative Agent. A Funded Letter of Credit shall be issued, amended, renewed or extended if and only if (if, and upon issuance, amendment, renewal or extension of each such Funded Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Funded L/C Exposure shall not exceed the Total Credit-Linked Deposit and that the other conditions expressly set forth herein are satisfied in respect thereto. A Revolving Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each such Revolving Letter of Credit the Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension, the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment and that the other conditions expressly set forth herein are satisfied in respect thereto. It is understood and agreed that the Revolving Letter of Credit Exposure in respect of all Revolving Letters of Credit issued by the Issuing Banks does Deutsche Bank AG, New York Branch pursuant to this Agreement shall not exceed $300,000,000 at any time outstanding without the aggregate prior written consent of all Deutsche Bank AG, New York Branch, and Deutsche Bank AG, New York Branch shall have no obligation to issue a Revolving Letter of Credit Commitments if the foregoing limitation would be exceeded. If the Borrower shall fail to specify whether any requested Letter of Credit is to be a Funded Letter of Credit or a Revolving Letter of Credit, then the requested Letter of Credit shall be deemed to be a Funded Letter of Credit unless the issuance thereof would result in the Funded L/C Exposure exceeding the Total Credit-Linked Deposit at such time, (ii) in which case it shall be deemed to be a Revolving Letter of Credit, but only if the LC Exposure in respect issuance of all a Revolving Letter of Credit is permissible at such time as described above. Notwithstanding the foregoing, the issuance of Funded Letters of Credit issued by any Issuing Bank does not exceed shall also be subject to the Letter of Credit Commitment of such Issuing Bank at such time, and (iiilimitations set forth in Section 2.23(e) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsbelow.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit B-2 attached hereto (the “Letter of Credit Request”). To request an amendment, extension or renewal of an outstanding Letter of Credit, (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)) the applicable Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary reasonably requested by the applicable Issuing Bank to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) in the case of a US Letter of Credit, the US LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all US Letter of Credit Commitments at such timeSublimit, (ii) in the case of a Canadian Letter of Credit, the Canadian LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Canadian Letter of Credit Commitment of such Issuing Bank at such timeSublimit, and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsCommitment, (iv) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the US Borrower plus (y) the aggregate amount of all LC Obligations in respect of US Letters of Credit would not exceed the US Borrowing Base and (v) the sum of (x) the aggregate outstanding principal amount of all Revolving Loans made to the Canadian Borrower plus (y) the aggregate amount of all LC Obligations in respect of Canadian Letters of Credit would not exceed the Canadian Borrowing Base. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower Representative shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, prior to 12:00 p.m. on the date that is at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit L attached hereto. To request an amendment, extension or renewal of an outstanding Letter of Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the Borrower Representative shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) prior to 12:00 p.m. on the date that is at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the applicable Borrower, the Letter of Credit to be amended, extended or renewed, the currency of the Letter of Credit to be amended, extended or renewed or extended, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such timeSublimit (taking the US Dollar Equivalent of the relevant amount of any Letter of Credit denominated in an Alternate Currency), (ii) unless otherwise agreed by such Issuing Bank, the portion of the aggregate LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit its LC Commitment of such Issuing Bank at such time, and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans and Swingline Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsTotal Revolving Credit Commitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary herein, (x) Jefferies shall not be obligated to issue Letters of Credit in Canadian Dollars or any other AlternativeAlternate Currency and (y) no Issuing Bank will be required to issue trade or commercial Letters of Credit without such Issuing Bank’s consent.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, amendmentin the case of any issuance to be made on the Closing Date, renewal (unless automatically renewed by its terms) or extensionone Business Day prior to the Closing Date), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached hereto. To request an amendment, extension or renewal of a Letter of Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the applicable Borrower shall submit such a request to the applicable Issuing Bank selected by the applicable Borrower (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, renewed extended or extendedrenewed, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information required by the applicable Issuing Bank as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the applicable Borrower to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by the applicable Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension or extension renewal, the Initial Revolving Credit Exposure would not exceed the Initial Revolving Credit Commitment. In addition, no Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit if the expiration date of such Letter of Credit extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class unless (i1) the aggregate amount of the LC Exposure in respect of all attributable to Letters of Credit issued by the Issuing Banks expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date, (2) all Revolving Lenders and such Issuing Bank shall have consented to such expiry date, (3) the applicable Borrower shall have caused such Letter of Credit Commitments at to be backstopped by a “back to back” letter of credit reasonably satisfactory to such time, Issuing Bank or (ii4) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the applicable Borrower shall have caused such Letter of Credit Commitment to be Cash collateralized in accordance with Section 2.05(j), in the case of clause (3) or (4) on or before the date that such Letter of Credit is issued, amended, extended or renewed beyond such date. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Issuing Bank at Letter of Credit or amendment. Upon receipt of such timeLetter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and (iii) if so requested by a Revolving Lender, the sum Administrative Agent will provide such Revolving Lender with copies of the total such Letter of Credit Exposures shall not exceed the Aggregate Commitmentsor amendment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be acceptable to such or, in the case of an Alternate Currency Letter of Credit where the Issuing BankBank is Barclays Bank PLC, at least five Business Days) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsor extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Revolving Facility Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such timeapplicable Revolving Facility Commitments, (ii) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment Sublimit and (iii) with respect to the applicable Issuing Bank, the stated amount of all outstanding Letters of Credit issued by such Issuing Bank shall not exceed the applicable Specified L/C Sublimit of such Issuing Bank at then in effect. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such time, and (iii) the sum Issuing Bank does not otherwise issue letters of the total Credit Exposures shall not exceed the Aggregate Commitmentscredit in such Alternate Currency.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding any Letter of Credit), a the applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuanceissuance (or such shorter period as is acceptable to the applicable Issuing Bank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a Letter of Credit Request. To request an amendment, extension or renewal of an outstanding Letter of Credit (unless automatically renewed by its terms) or extension, a notice requesting the issuance other than any automatic extension of a Letter of CreditCredit permitted under Section 2.05(c)), or identifying the applicable Borrower shall submit a Letter of Credit Request to be amended, renewed or extended, and specifying the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of issuance, amendment, extension or renewal (or extension (which shall be a Business Daysuch shorter period as is acceptable to the applicable Issuing Bank), . If requested by the date on which such Letter of Credit is to expire (which shall comply applicable Issuing Bank in connection with paragraph (c) of this Section), the amount of such any request for any Letter of Credit, the name and address of the beneficiary thereof and such other information as applicable Borrower shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the applicable Borrower to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the applicable Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default that is in direct conflict with this Agreement, and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement. No Letter of Credit may be issued, amended, extended or renewed or extended if and only if unless (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such timeSublimit, (ii) the LC portion of the L/C Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit L/C Commitment of such Issuing Bank at (unless otherwise agreed by such time, Issuing Bank) and (iii) (A) the sum Revolving Credit Exposure of any Lender does not exceed such Lender’s Revolving Credit Commitment, (B) the aggregate amount of the total Revolving Credit Exposures shall Exposure does not exceed the Aggregate Commitmentsaggregate amount of the Revolving Credit Commitments then in effect and (C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the relevant Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank Lender and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice specifying the name of the relevant Borrower and requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which shall be Dollars or, subject to Section 2.22, an Alternative Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing BankLender, such the relevant Borrower also shall submit a letter of credit application on such Issuing BankLender’s standard form in connection with any request for a Letter of Credit. Following receipt of such notice and prior to the issuance of the requested Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Letter of Credit and shall notify the Parent Borrower, the relevant Borrower and the applicable Issuing Lender of the amount of the Total Domestic Exposure after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Domestic Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Parent Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Parent Borrower and the relevant Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (iA) the aggregate outstanding principal amount of all Domestic Revolving Loans plus the amount of all LC Exposure in respect of all Letters of Credit issued by shall not exceed $300,000,000 and (B) the Issuing Banks does Total Domestic Exposure shall not exceed the aggregate of all total Domestic Revolving Commitments. No Issuing Lender shall be under any obligation to issue any Letter of Credit Commitments if any Domestic Revolving Lender is at that time a Defaulting Lender, unless such timeIssuing Lender has entered into arrangements, including the delivery of cash collateral or other credit support to the Administrative Agent, satisfactory to such Issuing Lender (iiin its reasonable discretion) with the LC Parent Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure in (after giving effect to Section 2.24(a)(iv)) with respect of all Letters of Credit issued by any Issuing Bank does not exceed to the Defaulting Lender arising from either the Letter of Credit Commitment then proposed to be issued or that Letter of Credit and all other LC Exposure as to which such Issuing Bank at such timeLender has actual or potential Fronting Exposure, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsas it may elect in its sole discretion.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three (five Business Days in advance (or such shorter period time as may be acceptable to such agreed by the applicable Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the Revolving Facility under which such Letter of Credit shall be issued, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the Issuing Bank, such the requesting Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if if, (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), x) after giving effect to such issuance, amendment, renewal or extension (i) the Tranche 1-3 LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$250,000,000, (ii) the Tranche 2 LC Exposure in respect shall not exceed $50,000,000, (iii) the Dollar Amount of the Tranche 1 Outstanding Revolving Credits shall not exceed the Tranche 1 Revolving Commitments of all Tranche 1 Revolving Lenders, (iv) the Dollar Amount of the Tranche 2 Outstanding Revolving Credits shall not exceed the Tranche 2 Revolving Commitments of all Tranche 2 Revolving Lenders, (v) the Dollar Amount of the Tranche 3 Outstanding Revolving Credits shall not exceed the Tranche 3 Revolving Commitments of all Tranche 3 Revolving Lenders, (vi) the Tranche 1-3 LC Exposure of the Tranche 1-3 Letters of Credit issued by any Issuing Bank does that is an Issuing Bank on the Closing Date shall not exceed $50,000,000, (vii) (A) the Tranche 2 LC Exposure of the Tranche 2 Letters of Credit issued by JPMorgan Chase Bank, N.A. shall not exceed $30,000,000 and (B) the Tranche 2 LC Exposure of the Tranche 2 Letters of Credit issued by each of Xxxxx Fargo Bank, N.A., BNP Paribas, the Bank of Nova Scotia and Royal Bank of Canada shall not exceed $20,000,000 and (viii) with respect to any Issuing Bank that is not an Issuing Bank on the Closing Date, the LC Exposure of the Letters of Credit issued by such Issuing Bank shall not exceed an amount to be agreed between the applicable Borrower and such Issuing Bank, and (y) the issuance, amendment, renewal or extensions of such Letter of Credit Commitment of such does not violate the applicable Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate CommitmentsBank’s internal policies.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) amendment or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable respective Issuing Bank) to the applicable an Issuing Bank selected by it and to the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew amend or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) (x) the LC Exposure in respect aggregate undrawn amount of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all outstanding Letters of Credit issued by any Issuing Bank does at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed the total Letter of Credit Commitments, (iii) no Lender’s Revolving Credit Exposure shall exceed its Revolving Credit Commitment and (iv) the Total Revolving Credit Exposure shall not exceed the total Revolving Credit Commitments. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank at from issuing such timeLetter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (iiiii) the sum issuance of the total such Letter of Credit Exposures shall not exceed the Aggregate Commitmentswould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying (1) the date of issuance, amendment, renewal or extension (which shall be a Business Day), (2) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), (3) the amount of such Letter of Credit, (4) the name and address of the beneficiary thereof thereof, (5) whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit (subject to confirmation of such status by the Administrative Agent) and (6) such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such an Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request to it for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$1,500,000,000, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Revolving Exposures shall not exceed the Aggregate Commitmentstotal Revolving Commitments and (iii) in the case of any Letter of Credit to be issued, amended, renewed or extended at the request of PTFI, the total Revolving Exposures in respect of Loans made to PTFI and outstanding Letters of Credit requested by PTFI shall not exceed the PTFI Exposure Cap. Each determination by the Administrative Agent as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit shall be conclusive and binding upon the Borrowers and the Lenders.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) amendment or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank which is being requested to issue (or issued, in the case of an amendment or extension) the Letter of Credit and the Administrative Agent no less than three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, or such shorter time period acceptable to the applicable Issuing Bank) a notice in substantially the form attached hereto as Exhibit D requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the identity of the Issuing Bank selected to issue such Letter of Credit, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be reasonably necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the aggregate LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate lesser of all (A) the total Letter of Credit Commitments at such timeand (B) $50,000,000, (ii) (x) the LC Exposure in respect aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank does at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (iii) no Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment, and (iv) the sum of the total Revolving Credit Exposures shall not exceed the total Revolving Commitments. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect to such reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank at from issuing such timeLetter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (iiiii) the sum issuance of the total such Letter of Credit Exposures shall not exceed the Aggregate Commitmentswould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension the aggregate LC Exposure shall not exceed $500,000, (iii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Banks does not exceed Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the aggregate time of all such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit so issued by any an Issuing Bank does not exceed the in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit Commitment for all purposes of such the Credit Agreement, and shall not affect the Issuing Bank at such timeSublimit of any other Issuing Bank, and subject to the limitations on the aggregate LC Exposure set forth in clause (iiii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsthis Section 2.06(b).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. The Existing Letters of Credit shall be deemed to have been issued hereunder as of the Effective Date. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (not less than three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit to be amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.07(c)); (civ) of this Section), specifying the amount of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; (vi) specifying the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit); and (vii) specifying whether such Letter of Credit will be issued in the ordinary course for purchases or transportation of natural gas by the Borrower or any of its Subsidiaries (and as a result the obligations of the Borrower and its Consolidated Subsidiaries in respect of such Letter of Credit will be excluded from the calculation of Consolidated Total Funded Indebtedness). Each notice shall constitute a representation and warranty with respect to the information set forth therein and that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (A) the LC Exposure shall not exceed the LC Commitment, (B) the Long Term LC Exposure shall not exceed the Long Term LC Sublimit, (C) the total Revolving Credit Exposures shall not exceed the total Commitments, and (D) each condition precedent set forth in Section 6.02 has been satisfied with respect to such Letter of Credit. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. (i) To request the issuance of a Financial Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Financial Letter of Credit), a the Parent Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank Lender and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Financial Letter of Credit, or identifying the Financial Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Financial Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Financial Letter of Credit, the currency in which such Financial Letter of Credit is to be denominated (which shall be Dollars or, subject to Section 2.22, an Alternative Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Financial Letter of Credit. If requested by such the applicable Issuing BankLender, such the Parent Borrower also shall submit a letter of credit application on such Issuing BankLender’s standard form in connection with any request for a Financial Letter of Credit. Following receipt of such notice and prior to the issuance of the requested Financial Letter of Credit, the Administrative Agent shall calculate the Dollar Equivalent of such Financial Letter of Credit and shall notify the Parent Borrower and the applicable Issuing Lender of the amount of the Total Domestic Exposure after giving effect to (i) the issuance of such Financial Letter of Credit, (ii) the issuance or expiration of any other Financial Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Financial Letter of Credit and (iii) the borrowing or repayment of any Domestic Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Parent Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Financial Letter of Credit. A Financial Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Financial Letter of Credit such the Parent Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (iA) the aggregate outstanding principal amount of all Domestic Revolving Loans plus the amount of all Financial LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, $200,000,000 and (iiB) the LC Total Domestic Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate total Domestic Revolving Commitments. No Issuing Lender shall be under any obligation to issue any Financial Letter of Credit if any Domestic Revolving Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of cash collateral or other credit support to the Administrative Agent, satisfactory to such Issuing Lender (in its reasonable discretion) with the Parent Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Financial Letter of Credit then proposed to be issued or that Financial Letter of Credit and all other Financial LC Exposure as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. If the Parent Borrower so requests, the applicable Issuing Lender may, in its sole discretion, agree to issue a Financial Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Lender to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Parent Borrower shall not be required to make a specific request to the applicable Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Domestic Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is five Business Days prior to the Domestic Revolving Maturity Date; provided, however, that the applicable Issuing Lender shall not permit any such extension if (A) the applicable Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Lenders holding a majority of the Domestic Revolving Loans have elected not to permit such extension or (2) from the Administrative Agent, any Domestic Revolving Lender or the Parent Borrower that one or more of the applicable conditions specified in Section 4.3 is not then satisfied, and in each such case directing the applicable Issuing Lender not to permit such extension. (ii) Any request for the issuance, amendment, renewal or extension of a Non-Financial Letter of Credit and the processing of Utilization Requests with respect thereto and the expiration, cancellation, reduction or reversal thereof shall be subject to the same terms, conditions and provisions of Section 2.6, including as to the use of Permitted Currencies rather than Alternative Currencies, except instead of relating to the processing of Utilization Requests or the issuance, amendment, renewal, extension, expiration, cancellation, reduction or reversal of a Participation FCI, they shall relate to the issuance, amendment, renewal or extension of a Non-Financial Letter of Credit, and the terms, conditions and provisions of Section 2.6 shall apply mutatis mutandis to the request for the issuance, amendment, renewal or extension of a Non-Financial Letter of Credit and the processing of Utilization Requests with respect thereto and the expiration, cancellation, reduction or reversal thereof; provided that notwithstanding anything to the contrary in this Agreement, the applicable Issuing Lender shall have discretion whether or not to require that any Non-Financial Letter of Credit comply with the Mandatory Requirements or the Dispensable Requirements.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of CreditCredit Request, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or an Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit, and such other information as shall be Table of Contents necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment Sublimit, (ii) the ABL Facility Credit Exposure shall not exceed the lesser of such Issuing Bank at such time, (x) the total ABL Facility Commitments and (y) the Available Credit and (iii) no Alternate Currency Letter of Credit shall be issued if, after giving effect thereto, the sum aggregate amount of the total L/C Exposure with respect to all Alternate Currency Letters of Credit Exposures shall not would exceed the Aggregate Commitments$30 million.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To In order to request the issuance of a Letter of Credit (or the amendmentto amend, renewal (unless automatically renewed by its terms) renew or extension of extend an outstanding existing Letter of Credit), a the applicable Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (no less than three Business Days (or such shorter period as may be of time acceptable to such the Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying whether such Letter of Credit shall be a Funded Letter of Credit or a Revolving Letter of Credit, the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend prepare such Letter of Credit. If requested by such The Issuing Bank, such Borrower also Bank shall submit a letter promptly (i) notify the Administrative Agent in writing of credit application on such Issuing Bank’s standard form in connection with any request for a the amount and expiry date of each Letter of CreditCredit issued by it and (ii) provide a copy of such Letter of Credit (and any amendments, renewals or extensions thereof) to the Administrative Agent. A Funded Letter of Credit shall be issued, amended, renewed or extended if and only if (if, and upon issuance, amendment, renewal or extension of each such Funded Letter of Credit such the Term Loan Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Funded L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Total Credit-Linked Deposit at such time. A Revolving Letter of Credit Commitments shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each such Revolving Letter of Credit the applicable Revolving Loan Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension, the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment. If the applicable Borrower shall fail to specify whether any requested Letter of Credit is to be a Funded Letter of Credit or a Revolving Letter of Credit, then the requested Letter of Credit shall be deemed to be a Funded Letter of Credit unless the issuance thereof would result in the Funded L/C Exposure exceeding the Total Credit-Linked Deposit at such time, (ii) in which case it shall be deemed to be a Revolving Letter of Credit, but only if the LC Exposure in respect issuance of all a Revolving Letter of Credit is permissible at such time as described above. Notwithstanding the foregoing, the issuance of Funded Letters of Credit issued by any Issuing Bank does not exceed shall also be subject to the Letter of Credit Commitment of such Issuing Bank at such time, and (iiilimitations set forth in Section 2.23(e) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsbelow.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing BankL/C Issuer) to the applicable Issuing Bank L/C Issuer and the Administrative Agent three (not less than five (5) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit to be amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.23(c)); (civ) of this Section), specifying the amount of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and (vi) specifying the amount of the current total Revolving Credit Exposures under the applicable Revolving Facility (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures under the applicable Revolving Facility (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). Each notice shall constitute a representation and warranty by the Borrower that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (A) the L/C Exposure shall not exceed the L/C Sublimit, (B) the aggregate amount of outstanding Letters of Credit issued by the applicable L/C Issuer does not exceed the L/C Issuance Limit of such L/C Issuer, and (C) the total Revolving Credit Exposures under the applicable Revolving Facility do not exceed the total applicable Revolving Commitments. No letter of credit issued by any L/C Issuer (if such L/C Issuer is not the Administrative Agent) shall be deemed to be a “Letter of Credit” issued under this Agreement unless the L/C Issuer has requested and received written confirmation from the Administrative Agent that the representations by Borrower contained in clauses (A) and (C) of the immediately preceding sentence are true and correct). If requested by such Issuing Bankany L/C Issuer, such the Borrower also shall submit a letter of credit application on such Issuing Bankthe L/C Issuer’s standard form in connection with any request for a Letter of Credit. A Letter ; provided that, in the event of Credit any conflict between such application and the terms of this Agreement, the terms of this Agreement shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentscontrol.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of CreditCredit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section)), a the applicable Borrower shall hand deliver or fax provide written notice (or transmit including by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bankemail) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this SectionSection 2.05), the amount and proposed currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of CreditCredit (but any default or breach under such application and not hereunder shall not give rise to a Default or Event of Default hereunder). A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the Dollar Equivalent of the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed $150,000,000 (the aggregate of all “Letter of Credit Commitments at such timeFacility Amount”), (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum Dollar Equivalent of the total Credit Revolving Exposures shall not exceed the Aggregate total Revolving Commitments, (iii) [reserved], (iv) to the extent a Letter of Credit has been requested to be issued, amended, renewed or extended in an Alternative Currency, the USD/Multicurrency Revolving Exposure shall not exceed the USD/Multicurrency Revolving Commitment and (v) to the extent a Letter of Credit has been requested to be issued, amended, renewed or extended in an Alternative Currency, the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure shall not exceed the Multicurrency Revolving Sublimit; provided that no Issuing Bank shall have any obligation to (x) issue trade or commercial Letters of Credit without its consent or (y) issue Letters of Credit in an amount in excess of its Applicable Percentage of the Letter of Credit Facility Amount (it being understood and agreed that any Issuing Bank may issue Letters of Credit in excess of such amount in its sole discretion upon request of the Borrower); provided, further that no Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Documentary Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Documentary Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Documentary Credit, or identifying the Letter of Documentary Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Documentary Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Documentary Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Documentary Credit. If requested by In addition, as a condition to any such Issuing BankDocumentary Credit issuance, such the Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bankbank’s standard form in connection with any request for (each, a Letter of Credit“Documentary Credit Agreement”). A Letter of Documentary Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Documentary Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC DC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$200,000,000, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Revolving Credit Exposures shall not exceed the Aggregate total Revolving Commitments, (iii) following an Extension Offer and acceptance of such Extension Office, the DC Exposure in respect of all Documentary Credits having an expiration date after the fifth Business Day prior to the Revolving Maturity Date shall not exceed the total Revolving Commitments outstanding after such extension and (iv) the applicable Issuing Bank has consented, in its sole discretion, to issue such Documentary Credit.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. (i) To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by facsimile or electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) communication to the applicable Issuing Bank and the Administrative Agent Agent, no less than three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice Notice of L/C Activity requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business DayDay at least three Business Days after the form of such Letter of Credit or amendment, renewal or extension has been agreed by the Borrower, the applicable Issuing Bank and the beneficiary), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter Letter of credit Credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. . (ii) A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, with respect to any Revolving Letter of Credit, (iA) the LC total Revolving Facility Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the total Revolving Commitments and (B) the aggregate available amount of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Revolving Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and Bank’s Revolving L/C Issuing Commitment. (iii) If, on the sum Term Conversion Date after giving effect to the reduction in the Revolving L/C Issuing Commitments (as provided in the definition thereof), the aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank exceeds such Issuing Bank’s Revolving L/C Issuing Commitment, then the Borrower shall deposit cash collateral in an account with the Administrative Agent, in the name of the total Credit Exposures shall not exceed Administrative Agent and for the Aggregate Commitmentsbenefit of the Revolving Lenders, in an amount equal to 102.5% of any such excess.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative shall deliver by hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bankthrough Electronic System) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of, but in any event no less than three (3) Business Days (or such shorter period as may be acceptable prior to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $225,000,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment, (iii) the Aggregate Revolving Exposure shall not exceed the lesser of the Aggregate Revolving Commitment and the Revolving Borrowing Base and (iv) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Banks does not exceed Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the aggregate time of all such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit so issued by any an Issuing Bank does not exceed the in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit Commitment for all purposes of such this Agreement, and shall not affect the Issuing Bank at such timeSublimit of any other Issuing Bank, and subject to the limitations on the aggregate LC Exposure set forth in clause (iiii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsthis Section 2.06(b).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Applicable Agent (and the Administrative Agent if it shall not be the Applicable Agent) (at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, whether such Letter of Credit is to be a Global Tranche Letter of Credit or a US/UK Tranche Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such an Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$100,000,000, (ii) the portion of the LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit LC Commitment of such Issuing Bank at such timeBank, and (iii) the sum of the total aggregate Global Tranche Credit Exposures shall will not exceed the Aggregate aggregate Global Tranche Commitments, and (iv) the aggregate US/UK Tranche Credit Exposures will not exceed the aggregate US/UK Tranche Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of CreditCredit (other than any automatic renewal permitted pursuant to paragraph (c) of this Section), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable such Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be requested by the applicable Issuing Bank as necessary to enable such Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit in connection with any request for a Letter of Credit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditform. A Letter of Credit shall be issued, amended, renewed or extended if and only (A) if (and upon issuance, amendment, renewal or extension of each any Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures aggregate LC Exposure and the outstanding principal amount of the Issuing Bank’s Revolving Loans shall be no greater than the Revolving Commitment of the Issuing Bank, (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment, (iii) the Aggregate Revolving Exposure shall not exceed the Aggregate CommitmentsRevolving Commitment and (iv) the aggregate LC Exposure shall not exceed $20,000,000 and (B) if the issuance, amendment, renewal or extension would not violate any generally applicable policy of the Issuing Bank in place at the time of the request for such issuance, amendment, renewal or extension of a Letter of Credit; provided that if the Issuing Bank is unable to issue, amend, renew or extend any Letter of Credit as a result of this clause (B), then the Borrower may, with the Administrative Agent’s consent (such consent not to be unreasonably withheld or delayed), designate any Lender to serve as an issuing bank for purposes of this Agreement solely in respect of such Letter of Credit, provided that such Xxxxxx agrees to act in such capacity. For the avoidance of doubt, any Lender designated as an issuing bank as contemplated by the immediately preceding sentence shall deliver to the Administrative Agent the reports and other documents specified in paragraph (k) of this Section.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower Representative shall deliver by hand deliver or fax facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent ((i) in the case of Letters of Credit to be issued in dollars, prior to 1:00 p.m., New York City time, at least three Business Days and (or such shorter period as may be acceptable to such Issuing Bankii) in advance the case of Letters of Credit to be issued in an LC Alternative Currency, prior to 1:00 p.m., New York City time, at least five Business Days prior to the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Loan Party or Restricted Subsidiary for whose account such Letter of Credit is to be issued, the currency in which such Letter of Credit will be denominated (which may be in: (x) dollars or an LC Alternative Currency in the case of U.S. Letters of Credit and (y) dollars or Canadian Dollars in the case of Canadian Letters of Credit), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure in shall not exceed the LC Aggregate Maximum Amount, (ii) U.S. Availability shall not be less than zero, (iii) Canadian Availability shall not be less than zero, (iv) Aggregate Availability shall not be less than zero, (v) the aggregate LC Exposure with respect of to all Letters of Credit issued by the Issuing Banks does in an LC Alternative Currency shall not exceed the aggregate of all Letter of Credit Commitments at such timeLC Alternative Currency Sublimit, (iivi) the LC Exposure in respect of all Letters of Credit issued by any the applicable Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeBank’s LC Individual Sublimit, and (iiivii) the sum of the total Credit Exposures each Lender’s U.S. Revolving Exposure, Canadian Revolving Exposure and Revolving Exposure shall not exceed the Aggregate Commitmentssuch Xxxxxx’s U.S. Commitment, Canadian Commitment and Revolving Commitment, respectively.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bankrecipient) to the applicable Issuing Bank and the Administrative Agent Agent, at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower shall also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon each issuance, amendment, renewal or extension of each any Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does will not exceed the aggregate of all Letter of Credit Commitments at such time$25,000,000, (ii) the LC Aggregate Revolving Exposure in respect of all will not exceed the Aggregate Revolving Commitment, (iii) Letters of Credit issued by any Issuing Bank does will not exceed the Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, and (iv) the aggregate amount of Revolving Loans (and Swingline Loans, in the case of the Swingline Lender) and Letters of Credit issued by the applicable Issuing Bank will not exceed such Issuing Bank’s Revolving Commitments hereunder, unless otherwise agreed to in writing by such Issuing Bank. Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit Commitment to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (l) of this Section. No Issuing Bank shall be required to issue, amend or extend a Letter of Credit that is not in accordance with such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate CommitmentsBank’s standard operating procedures.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice in the form attached hereto as Exhibit D-3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. The relevant Issuing Bank shall promptly notify the Administrative Agent of, and the Administrative Agent shall in turn promptly furnish to the Lenders notice of, any such issuance. If requested by such the relevant Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that such letter of credit application shall not contain terms inconsistent with the terms of this Agreement and shall not impose any additional obligations, liabilities or Liens on any Loan Party during the term of this Agreement. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time, LC Exposure Sublimit and (ii) subject to Section 2.04, the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum aggregate principal amount of the total Revolving Credit Exposures shall not exceed the Aggregate total Revolving Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable respective Issuing BankBank(s)) to the applicable one or more Issuing Bank Bank(s) selected by it and to the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04), the amount of such Letter of Credit, the identity of the Borrower or Subsidiary for whose account such Letter of Credit is to be issued, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the respective Issuing BankBank(s), such the Borrower also shall submit a letter of credit application on the standard form of such Issuing Bank’s standard form Bank(s) in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does (determined for these purposes without giving effect to the participations therein of the Revolving Credit Lenders pursuant to paragraph (d) of this Section 2.04) shall not exceed $1,770,000,000 (or if the aggregate of all Letter of Revolving Credit Commitments at have been increased to a higher amount pursuant to Section 2.08(d), such timehigher amount), (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Revolving Credit Exposures Exposure plus the aggregate principal amount of outstanding Competitive Loans shall not exceed the Aggregate Commitmentstotal Revolving Credit Commitments and (iii) the aggregate LC Exposure of each Issuing Bank (so determined) shall not exceed the amount that such Issuing Bank has agreed shall be its “Maximum LC Exposure”. Any Issuing Bank listed in the table below hereby agrees that its “Maximum LC Exposure” shall be the amount set forth opposite the name of such Issuing Bank in such table: JPMorgan Chase Bank, N.A. $ 557,550,000 Citibank, N.A. $ 557,550,000 Bank of America, N.A. $ 252,667,500 Barclays Bank PLC $ 252,667,500 Xxxxx Fargo $ 149,565,000 The “Maximum LC Exposure” of any Issuing Bank that becomes such after the date hereof pursuant to a designation by the Borrower as contemplated in the definition of “Issuing Banks” shall be the amount specified in the written instrument contemplated by said definition. The “Maximum LC Exposure” of any Issuing Bank may be increased at any time pursuant to a written instrument executed and delivered between the Borrower, such Issuing Bank and the Administrative Agent. In no event shall any Revolving Credit Lender be obligated to increase its Maximum LC Exposure upon an increase of Revolving Credit Commitments pursuant to Section 2.08(d). Concurrently with any reduction of the Revolving Credit Commitments pursuant to Section 2.10, the “Maximum LC Exposure” of each Issuing Bank shall be automatically reduced by an amount equal to such Issuing Bank’s LC Applicable Percentage of the amount of such reduction.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Revolving Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Revolving Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Revolving Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Revolving Facility Credit Exposure in respect shall not exceed the total Revolving Facility Commitments and (ii) the aggregate available amount of all outstanding Revolving Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Revolving L/C Commitment. No Letter of Credit Commitments at such time, (ii) shall be a commercial letter of credit unless agreed by the LC Exposure in respect of all Letters of Credit issued by any applicable Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsin its sole discretion.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communicationthrough Electronic Systems, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed the Issuing Bank Sublimit (unless otherwise agreed by the Borrower and the applicable Issuing Bank), (ii) no Lender’s Credit Exposure shall exceed its Commitment and (iii) the Aggregate Credit Exposure shall not exceed the aggregate Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Banks does not exceed Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the aggregate time of all such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit so issued by any an Issuing Bank does not exceed the in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit Commitment for all purposes of such the Credit Agreement, and shall not affect the Issuing Bank at such timeSublimit of any other Issuing Bank, and subject to the limitations on the aggregate LC Exposure set forth in clause (iiii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsthis Section 2.06(b).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To (i) In order to request the issuance of a Letter of Credit (or the amendmentto amend, renewal (unless automatically renewed by its terms) renew or extension of extend an outstanding existing Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three (not later than 1:00 p.m. (New York City time) at least five (5) Business Days (or such shorter period as may be acceptable to such Issuing BankBank and the Administrative Agent may agree in a particular instance in their sole discretion) in advance of prior to the requested proposed issuance date or date of issuance, amendment, renewal (unless automatically renewed by its termsas the case may be) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, the nature of the proposed amendment (in the case of an amendment), any Letter of Credit application form required by the applicable Issuing Bank and such other information as shall be necessary to prepare, amend, renew or extend prepare such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (if, and upon issuance, amendment, renewal or extension of each Letter of Credit such Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (ix) the LC Aggregate Revolving Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Total Revolving Credit Commitments at such time, Commitment and (iiy) the LC Exposure in respect aggregate face amount of all Letters of Credit issued by any Issuing Bank does shall not exceed such Issuing Bank’s L/C Commitment or the aggregate amount of the L/C Commitments of all Issuing Banks. (ii) As of the Closing Date, the aggregate amount of the L/C Commitments of all Issuing Banks is $10,000,000. (iii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate any laws or one or more policies of such Issuing Bank applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars; or (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit Commitment in its amended form under the terms hereof or (B) the beneficiary of such Issuing Bank at such time, and (iii) Letter of Credit does not accept the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsproposed amendment thereto.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or Credit, the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a Borrower Representative shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent Agent, prior to 12:00 p.m. on the date that is at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal issuance (unless automatically renewed by its terms) or extensionsuch shorter period as is acceptable to the applicable Issuing Bank), a notice requesting the issuance of request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit L attached hereto. To request an amendment, extension or renewal of an outstanding Letter of Credit (other than any automatic extension of a Letter of Credit permitted under Section 2.05(c)), the Borrower Representative shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) prior to 12:00 p.m. on the date that is at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the applicable Borrower, the Letter of Credit to be amended, extended or renewed, the currency of the Letter of Credit to be amended, extended or renewed or extended, and specifying the proposed date of issuance, amendment, renewal or extension (which shall be a Business Day)) and other details of the amendment, extension or renewal. Requests for the date on which such issuance, amendment, extension or renewal of any Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and must be accompanied by such other information as shall be necessary to prepareissue, amend, extend or renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, or entered into by any Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. No Letter of Credit, letter of credit application or other document entered into by any Borrower with the applicable Issuing Bank relating to any Letter of Credit shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). A Letter of Credit shall may be issued, amended, extended or renewed or extended if and only if (and upon on the issuance, amendment, extension or renewal or extension of each Letter of Credit such Credit, the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal extension, or extension renewal, (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such timeSublimit (taking the US Dollar Equivalent of the relevant amount of any Letter of Credit denominated in an Alternate Currency), (ii) unless otherwise agreed by such Issuing Bank, the portion of the aggregate LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit its LC Commitment of such Issuing Bank at such time, and (iii) the sum of (x) the total Credit Exposures shall aggregate outstanding principal amount of all Revolving Loans and Swingline Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Aggregate CommitmentsTotal Revolving Credit Commitment. Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Notwithstanding anything to the contrary herein, (x) Jefferies shall not be obligated to issue Letters of Credit in Canadian Dollars or any other Alternative Currency and (y) no Issuing Bank will be required to issue trade or commercial Letters of Credit without such Issuing Bank’s consent.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent ((A) three (3) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) issuance or the requested date of amendment or extension, as the case may be, or (B) such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, attaching the agreed form of Letter of Credit and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which may be a Foreign Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does will not exceed the Letter of Credit Commitment Sublimit, (ii) Aggregate Revolving Facility Exposure will not exceed the lesser of such Issuing Bank at such time(A) the Aggregate Revolving Facility Commitments and (B) the Global Borrowing Base, and (iii) the sum of the total Credit Exposures shall aggregate U.S. Revolving Facility Exposure will not exceed the Aggregate CommitmentsU.S. Sublimit, (iv) the German Revolving Facility Exposure of Germany Silicone Borrower will not exceed the Germany Silicone Availability, (v) the German Revolving Facility Exposure of Germany Quartz Borrower will not exceed the Global Borrowing Base, (vi) the aggregate Canadian Revolving Facility Exposure will not exceed the Canadian Sublimit and (vii) all conditions precedent in Section 4.01 have been satisfied (or waived by the Required Tranche A Lenders).

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, extension or renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable an Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit (subject to confirmation of such status by the applicable Issuing Bank, acting reasonably and in consultation with the Borrower), and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$1,200,000,000, (ii) the Revolving Credit Exposure plus the Competitive Loan Exposure shall not exceed the total Commitments and (iii) following the effectiveness of any Maturity Date Extension Request, the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed having an expiration date after the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) fifth Business Day prior to the sum of the total Credit Exposures Existing Maturity Date shall not exceed the Aggregate Commitmentsaggregate Commitments of the Consenting Lenders extended pursuant to Section 2.21; provided that an Issuing Bank shall not issue, amend, renew or extend any Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension, or increase the stated face amount, of such Letter of Credit) if it shall have been notified by the Administrative Agent at the written request of the Required Lenders that a Default or an Event of Default has occurred and is continuing and that, as a result, no further Letters of Credit shall be issued by it (a “Letter of Credit Suspension Notice”); provided that such Issuing Bank shall have received such Letter of Credit Suspension Notice within a sufficient amount of time to process internally the instructions therein contained. Each determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit shall be made by the applicable Issuing Bank, acting reasonably and in consultation with the Borrower and, once made, shall be conclusive and binding upon the Borrower, the Lenders and the Issuing Banks. Notwithstanding the foregoing, no Issuing Bank shall be obligated to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any requirement of law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from the issuance of letters of credit generally or such Letter of Credit in particular; (ii) the issuing thereof would violate one or more policies of such Issuing Bank; or (iii) such Letter of Credit is to be denominated in a currency other than dollars.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic renewal in accordance with clause (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax facsimile (or transmit by other electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three two (2) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension extension, (i) the LC Revolving Facility Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such timetotal Revolving Facility Commitments, (ii) the LC Exposure in respect aggregate available amount of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeBank’s Revolving L/C Commitment, and (iii) the sum aggregate available amount of the total all Letters of Credit Exposures shall not exceed the Aggregate CommitmentsRevolving L/C Sublimit reduced by an amount equal to 50% of the aggregate available amount of all Secured Bilateral Letters of Credit then outstanding.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three (not less than five (5) Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice notice: (i) requesting the issuance of a Letter of Credit, Credit or identifying the Letter of Credit to be amended, renewed or extended, and ; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.08(c)); (civ) of this Section), specifying the amount of such Letter of Credit, ; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and (vi) specifying the current total Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at the time of determination; provided however that this provision does not constitute Issuing Bank’s acceptance of such automatic increases. The Issuing Bank shall not be required to issue, amend, renew or extend any Letter of Credit if the Issuing Bank receives a notice from the Administrative Agent within four (4) Business Days after the Administrative Agent receives the notice required in Section 2.06(b) stating that any of the Lenders has requested that the Issuing Bank not issue, amend, renew or extend such Letter of Credit and otherwise a Letter of Credit shall be issued, amended, renewed or extended only if (and each notice shall constitute a representation and warranty by the Borrower that), after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (A) the LC Exposure shall not exceed the LC Commitment and (B) the Credit Exposure does not exceed the total Commitments; provided that the Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank now or hereafter applicable to letters of credit generally. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter ; provided that, in the event of Credit any conflict between such application and the terms of this Agreement, the terms of this Agreement shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentscontrol.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable any Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying (A) the date of issuance, amendment, renewal or extension (which shall be a Business Day), (B) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), (C) the amount Stated Amount of such Letter of Credit, (D) the currency in which such proposed Letter of Credit is to be issued, (E) the Borrower as the account party and, if desired by the Borrower, one or more Subsidiaries as additional account parties and (F) the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by In addition, as a condition to any such Issuing BankLetter of Credit issuance, such the Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the applicable Issuing Bank and using such Issuing Bankbank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) (x) the LC Exposure in respect aggregate undrawn amount of all outstanding Letters of Credit issued by an Issuing Bank at such time plus (y) the aggregate Assigned Dollar Value of all LC Disbursements made by such Issuing Banks does Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed the aggregate of all its Letter of Credit Commitments at such timeCommitment, (ii) the LC Exposure in respect of all Letters shall not exceed the total Letter of Credit issued by any Issuing Bank does Commitments (iii) no Lender’s Credit Exposure shall exceed its Commitment and (iv) the sum of the Total Credit Exposure shall not exceed the total Commitments. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank at such time, and (iii) Bank; provided that the sum of the total Credit Exposures Borrower shall not exceed reduce the Aggregate CommitmentsLetter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the applicable Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Applicable Agent (and the Administrative Agent if it shall not be the Applicable Agent) (at least three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency of such Letter of Credit, whether such Letter of Credit is to be a Global Tranche Letter of Credit or a US/UK Tranche Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend, renew or extend such Letter of Credit. If requested by such an Issuing Bank, such the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s 's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such time$100,000,000, (ii) the portion of the LC Exposure in respect of all attributable to Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit LC Commitment of such Issuing Bank at such timeBank, and (iii) the sum of the total aggregate Global Tranche Credit Exposures shall will not exceed the Aggregate aggregate Global Tranche Commitments, and (iv) the aggregate US/UK Tranche Credit Exposures will not exceed the aggregate US/UK Tranche Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. It is understood that the reinstatement of all or a portion of a Letter of Credit in accordance with the terms thereof following a drawing thereunder shall not constitute an amendment, renewal or extension of such Letter of Credit. If requested by such the Issuing Bank, such the Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by shall not exceed $5,000,000 and (ii) the Issuing Banks does Aggregate Revolving Exposure shall not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Revolving Commitments.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To (i) In order to request the issuance of a Letter of Credit (or the amendmentto amend, renewal (unless automatically renewed by its terms) renew or extension of extend an outstanding existing Letter of Credit), a the Administrative Borrower shall hand deliver or fax (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three (not later than 1:00 p.m. (New York City time) at least five (5) Business Days (or such shorter period as such Issuing Bank and the Administrative Agent may be acceptable agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be) an L/C Extension Notice together with such Issuing Bank) in advance ’s Letter of Credit application form (if any), appropriately completed and signed by a Responsible Officer of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, a notice requesting the issuance of a Administrative Borrower and including agreed-upon draft language for such Letter of CreditCredit reasonably acceptable to the applicable Issuing Bank, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the amount of such Letter of Credit, the name and address of the beneficiary thereof thereof, the documents to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, the nature of the proposed amendment (in the case of an amendment), any Letter of Credit application form required by the applicable Issuing Bank and such other information as shall be necessary to prepare, amend, renew or extend prepare such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (if, and upon issuance, amendment, renewal or extension of each Letter of Credit such each Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (ix) the LC Aggregate Revolving Credit Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Total Revolving Credit Commitments at such time, Commitment and (iiy) the LC Exposure in respect aggregate face amount of all Letters of Credit issued by any Issuing Bank does shall not exceed its L/C Commitment. (ii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Fourth Amendment Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Fourth Amendment Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars; or (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iii) No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit Commitment in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto. (iv) No Issuing Bank other than a Commercial L/C Issuing Bank shall be required to issue any Letter of Credit that is not a standby letter of credit unless such Issuing Bank at such time, and (iii) the sum of the total Credit Exposures shall not exceed the Aggregate Commitmentsotherwise agree in its sole discretion.

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

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the applicable Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated (which may be a Foreign Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does will not exceed the aggregate of all Letter of Credit Commitments at such time$100,000,000, (ii) the LC Revolving Facility Exposure in respect of all Letters of Credit issued by any Issuing Bank does will not exceed the Letter of Credit Commitment of such Issuing Bank at such timeRevolving Facility Commitments, and (iii) the sum Synthetic L/C Exposure will not exceed the total Credit-Linked Deposits of all Synthetic L/C Lenders, and (iv) all conditions precedent in Section 4.01 have been satisfied (or waived by the (x) the Majority Lenders under the Revolving Credit Facility and (y) Synthetic L/C Lenders with Synthetic L/C Exposure and Excess Credit-Linked Deposits representing greater than 50% of the total Synthetic L/C Exposure and Excess Credit-Linked Deposits of all Synthetic L/C Lenders). No Issuing Bank shall permit any such issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit Exposures shall not exceed without first obtaining written confirmation from the Aggregate CommitmentsAdministrative Agent that it is then permitted under this Agreement.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable relevant Issuing Bank) to the applicable relevant Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension; provided that in the case of any request for an issuance of letters of credit, such notice shall be provided at least three (3) Business Days prior to the requested date of such issuance) a notice in the form attached hereto as Exhibit B‑3 requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. The relevant Issuing Bank shall promptly notify the Administrative Agent of, and the Administrative Agent shall in turn promptly furnish to the Lenders notice of, any such issuance. If requested by such the relevant Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that such letter of credit application shall not contain terms inconsistent with the terms of this Agreement and shall not impose any additional obligations, liabilities or Liens on any Loan Party during the term of this Agreement. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by the Issuing Banks does shall not exceed the aggregate of all Letter of Credit Commitments at such timeLC Exposure Sublimit, (ii) unless otherwise agreed by the relevant Issuing Bank in its sole discretion, the LC Exposure in respect of all Letters of Credit issued by any each Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeBank’s LC Commitment, and (iii) the sum of subject to Section 2.04, the total Credit Revolving Exposures shall not exceed the Aggregate Commitmentstotal Revolving Commitments and (iv) the total Revolving Exposures shall not exceed the lesser of (x) the total Revolving Commitments and (y) the Availability Limit. The Borrower may, at any time and from time to time, reduce the LC Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the LC Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit. If requested by such the applicable Issuing Bank, such the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeSublimit, (ii) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments and (iii) no Alternate Currency Letter of Credit shall be issued if, after giving effect thereto, the sum aggregate amount of Revolving L/C Exposure with respect to all Alternate Currency Letters of Credit would exceed $50,000,000 (or such larger amount within the total Letter of Credit Exposures Sublimit as the Administrative Agent and the applicable Issuing Bank may agree). For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not exceed the Aggregate Commitmentsotherwise issue letters of credit in such Alternate Currency.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its terms) or extension of an outstanding Letter of Credit), a the Revolving Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business Days (or such shorter period as may be acceptable to such Issuing Bank) reasonably in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its terms) or extension, ) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the account party thereof (which shall be the Revolving Borrower, the Company or a Subsidiary, and if the Company or a Subsidiary then the Revolving Borrower and the Company or such Subsidiary shall be jointly and severally liable with respect to all Obligations relating to such Letter of Credit), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If The Revolving Borrower hereby acknowledges that the issuance of Letters of Credit for the account of the Company or the Subsidiaries inures to the benefit of the Revolving Borrower, and that the Revolving Borrower’s business derives substantial benefits from the businesses of the Company and such Subsidiaries. In addition, if requested by such the Issuing Bank, as a condition to any such Letter of Credit issuance, the Revolving Borrower also (and the Company or applicable Subsidiary if such Letter of Credit is to be issued for the account of the Company or a Subsidiary) shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of Letters of Credit and/or shall submit a letter Letter of credit application Credit application, in each case on such the Issuing Bank’s standard form (each, a “Letter of Credit Agreement”), in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such the Revolving Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure in respect shall not exceed the aggregate LC Commitment, (ii) the aggregate undrawn amount of all outstanding Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such applicable Issuing Bank at such timetime plus (y) the aggregate amount of all LC Disbursements made such Issuing Bank that have not yet been reimbursed by or on behalf of the Revolving Borrower at such time shall not exceed such Issuing Bank’s LC Commitment Sublimit, and (iii) the sum of the total Aggregate Revolving Credit Exposures Exposure shall not exceed the Aggregate CommitmentsCommitments and (iv) the Revolving Credit Exposure of any Lender shall not exceed its Commitment.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is and, in the case of an Acceptance Credit, all Bankers’ Acceptances created thereunder are to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or an Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend, renew amend or extend such Letter of Credit (including whether such Letter of Credit is an Acceptance Credit). If requested by such the applicable Issuing Bank, such Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the LC Revolving L/C – BA Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment of such Issuing Bank at such timeSublimit, (ii) the Revolving Facility Credit Exposure shall not exceed the Borrowing Base and (iii) in the sum case of any Acceptance Credit, the total Credit Exposures shall creation of any related Bankers’ Acceptances would not cause the applicable Issuing Bank to exceed the Aggregate Commitmentsmaximum amount of outstanding bankers’ acceptances permitted by applicable law.

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its termsother than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), a the Applicable Administrative Borrower shall hand deliver or fax telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested date of issuance, amendment, renewal (unless automatically renewed by its termsamendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) or extension, a notice requesting the issuance of a Letter of Credit, or Credit Request identifying the Letter of Credit to be amended, renewed amended or extended, and specifying the date of issuance, amendment, renewal amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or an Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof and whether such other information as shall be necessary to prepare, amend, renew Letter of Credit constitutes a Standby Letter of Credit or extend such a Trade Letter of Credit. If requested by such the applicable Issuing Bank, such the Applicable Administrative Borrower also shall submit (i) a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit and (ii) such other information as shall be necessary to issue, amend or extend such Letter of Credit. A Letter of Credit shall be issued, amended, renewed amended or extended if and only if (and upon issuance, amendment, renewal amendment or extension of each Letter of Credit such the Lead Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal amendment or extension (i) the LC Revolving L/C Exposure in respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does shall not exceed the Letter of Credit Commitment Sublimit, (ii) the issuance of such Issuing Bank at such timethe Letter of Credit will not result in (A) with respect to any Letter of Credit requested by any U.S. Borrower, clauses (a) and (b) of the Availability Conditions not being met or (B) with respect to any Letter of Credit issued by any U.K. Borrower, clauses (a) and (c) of the Availability Conditions not being met, and (iii) no Alternate Currency Letter of Credit shall be issued if, after giving effect thereto, the sum aggregate amount of the total L/C Exposure with respect to all Alternate Currency Letters of Credit Exposures shall not would exceed the Aggregate Commitments$30 million.