Common use of Notice of Issuance, Amendment, Renewal or Extension Clause in Contracts

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated 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 Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated 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 Participated Letter of Credit. If Participated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of Credit. If requested by the Issuing Lender, such Account Party also shall submit a letter of credit application on the Issuing Lender’s standard form in connection with any request for a Participated 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 Account Party to, or entered into by such Account Party with, the Issuing Lender relating to a Participated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Syndicated 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 such Account Party to, or entered into by such Account Party with, the Issuing Lender Administrative Agent relating to a Participated Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter Non-Syndicated Letters of Credit (or the amendment, renewal or extension of an outstanding Participated Letter Non-Syndicated Letters of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter Non-Syndicated Letters of Credit, or identifying the Participated Letter Non-Syndicated Letters of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter Non-Syndicated Letters of Credit is are to expire (which shall comply with paragraph (de) of this Section), the aggregate amount of all Non-Syndicated Letters of Credit to be issued in connection with such Participated Letter of Creditrequest, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter Non-Syndicated Letters of Credit. If Participated Non-Syndicated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing LenderLenders) will give such notice for all such Participated Non-Syndicated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Non-Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Non-Syndicated 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 such Account Party to, or entered into by such Account Party with, the Administrative Agent (acting on behalf of the relevant Issuing Lender Lenders) relating to a Participated Non-Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated 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 Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated 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 Participated Letter of Credit. Subject to the terms and conditions of this Agreement, a Participated Letter of Credit shall be issued, amended, renewed or extended, as the case may be, on the requested date. If Participated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of Credit. If requested by the Issuing Lender, such Account Party the Company also shall submit a letter of credit application on the Issuing Lender’s standard form in connection with any request for a Participated 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 Account Party Company to, or entered into by such Account Party the Company with, the Issuing Lender relating to a Participated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request Whenever the Borrower desires the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party it shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice an Issuance Notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extended, and specifying (i) the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), (ii) the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this SectionSection 2.02(a)), (iii) the amount of such Participated Letter of Credit, (iv) the name and address of the beneficiary thereof thereof, (v) in the case of the issuance of a Letter of Credit, whether such Letter of Credit will be a Non-Collateralized Letter of Credit or a Collateralized Letter of Credit and (vi) the other terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter of Credit no later than 11:00 a.m. (New York City time) at least ten (10) Business Days, or such shorter period as may be agreed to by the Administrative Agent in any particular instance, in advance of the proposed date of issuance, amendment, renewal or extension, as the case may be. Upon receipt by the Administrative Agent of an Issuance Notice, the Administrative Agent shall deliver to each Lender with a Revolving Commitment a copy of such Issuance Notice; provided that any failure to deliver or delay in delivering a copy of such Issuance Notice shall not relieve any Lender of its obligations under this Section 2.02. In connection with any request for a Collateralized Letter of Credit. If Participated Letters of Credit issued in connection with , the same request Borrower shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given deliver to the Administrative Agent not more a Collateralized L/C Collateral Certificate no later than 60 days, but not less than 45 days, prior to 11:00 a.m. (New York City time) on the current expiry Business Day immediately preceding the date of issuance of such Participated Collateralized Letter of Credit, confirming that the Collateralized L/C Aggregate Collateral Amount after giving effect to such issuance shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. If requested by the Issuing LenderAdministrative Agent, such Account Party the Borrower also shall submit a letter of credit application on the Issuing LenderAdministrative Agent’s standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party with, the Issuing Lender Borrower with the Administrative Agent relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control. Upon the issuance, renewal or extension of any Letter of Credit or amendment or modification to a Letter of Credit, the Administrative Agent shall notify each Lender with a Revolving Commitment of such issuance and the amount of such Lender’s respective L/C Exposure in such Letter of Credit and deliver to such Lender a copy of such Letter of Credit; provided that any failure to give or delay in giving such notice or any failure to deliver or delay in delivering a copy of such Letter of Credit shall not relieve any Lender of its obligations under this Section 2.02.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party the Borrower shall hand deliver or telecopy (or transmit by electronic communicationElectronic Systems, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent and (in the case of a Fronted Letter of Credit) the relevant Fronted LC Issuing Bank (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter of Credit (and whether such Letter of Credit is to be a Syndicated Letter of Credit or a Fronted Letter of Credit, ) or (if applicable) identifying the Participated outstanding Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this SectionSection 2.10E), the amount of such Participated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter of Credit. If Participated Letters With respect to any Letter of Credit, such Letter of Credit issued shall be in connection with such form as the same Borrower may request and as shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then reasonably satisfactory to the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested with respect to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated any Syndicated Letter of Credit) or the relevant Fronted LC Issuing Bank (with respect to any Fronted Letter of Credit to be issued by it) (and which shall not contain provisions that are inconsistent with the terms hereof). If requested by the Administrative Agent (in the case of a Syndicated Letter of Credit) or the relevant Fronted LC Issuing LenderBank (in the case of a Fronted Letter of Credit), such Account Party the Borrower also shall submit a letter of credit application on JPMCB’s (in the case of a Syndicated Letter of Credit) or such Fronted LC Issuing LenderBank’s (in the case of a Fronted Letter of Credit) standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party the Borrower with, the Administrative Agent (in the case of a Syndicated Letter of Credit) or such Fronted LC Issuing Lender Bank (in the case of a Fronted Letter of Credit) relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter Non-Syndicated Letters of Credit (or the amendment, renewal or extension of an outstanding Participated Letter Non-Syndicated Letters of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter Non-Syndicated Letters of Credit, or identifying the Participated Letter Non-Syndicated Letters of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter Non-Syndicated Letters of Credit is are to expire (which shall comply with paragraph (de) of this Section), the aggregate amount of all Non-Syndicated Letters of Credit to be issued in connection with such Participated Letter of Creditrequest, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter Non-Syndicated Letters of Credit. The Administrative Agent shall give prompt notice of each such request to the Lenders under the Letter of Credit Tranche. If Participated Non-Syndicated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing LenderLenders) will give such notice for all such Participated Non-Syndicated Letters of Credit if requested to do so by the Issuing Lender Required Lenders of the Letter of Credit Tranche in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Non-Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s Citibank's standard form in connection with any request for a Participated Non-Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Administrative Agent (acting on behalf of the relevant Issuing Lender Lenders) relating to a Participated any Non-Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Lender) to the an Issuing Lender selected by it and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated 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 Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount and Currency of such Participated 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 Participated Letter of Credit. If Participated Letters of Credit issued in connection with the same request Such notice shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent (i) in the case of a Letter of Credit to be denominated in Dollars, not more later than 60 days4:00 p.m., but not less than 45 daysNew York City time, prior to three Business Days before the current expiry date of such Participated the proposed issuance, amendment, renewal or extension and (ii) in the case of a Letter of CreditCredit to be denominated in a Foreign Currency, not later than 4:00 p.m., London time, three Business Days (or four Business Days if longer notice is determined by the Administrative Agent to be required) before the date of the proposed issuance, amendment, renewal or extension. The Issuing Lender shall promptly notify each Lender of the issuance of any Letter of Credit and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein. If requested by the respective Issuing Lender, such Account Party the Borrower also shall submit a letter of credit application on the such Issuing Lender’s standard form in connection with any request for a Participated 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 Account Party Credit Agreement Borrower to, or entered into by such Account Party the Borrower with, the an Issuing Lender relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters The Administrative Agent shall give prompt notice of each such request to the Lenders under the Letter of Credit issued in connection with the same request Tranche. If any Syndicated Letter of Credit shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders of the Letter of Credit Tranche in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s Citibank's standard form in connection with any request for a Participated Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) communication to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (df) of this Section), the amount and currency of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter of Credit. If Participated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderBTMU’s standard form in connection with any request for a Participated Syndicated 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 such Account Party to, or entered into by such Account Party with, the Issuing Lender Administrative Agent relating to a Participated Syndicated Letter of Credit, the terms and conditions of this Agreement shall control. Each Syndicated Letter of Credit shall contain provisions regarding the assignability of all or a portion of the obligations of each Issuing Lender thereunder to another Lender, which, in the case of the assignment of all of the obligations of an Issuing Lender under this Agreement, the assignee Lender shall become an Issuing Lender under such Syndicated Letter of Credit in the Applicable Percentage of the assignor Lender who would cease to be obligated under such Syndicated Letter of Credit; provided that in no event will the aggregate available amount that may be drawn under such Syndicated Letter of Credit be reduced as a result of such assignment. Upon the occurrence of any such assignment, the Administrative Agent shall provide prompt notice to the beneficiary of such event, including any change in the identities of the Issuing Lenders and any change in the Applicable Percentages. A Syndicated Letter of Credit may also include a representation by the Issuing Lenders that, in the event of any assignment, the assignee Lender shall be an NAIC Approved Bank.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter Non-Syndicated Letters of Credit (or the amendment, renewal or extension of an outstanding Participated Letter Non-Syndicated Letters of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) communication to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter Non-Syndicated Letters of Credit, or identifying the Participated Letter Non-Syndicated Letters of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter Non-Syndicated Letters of Credit is are to expire (which shall comply with paragraph (df) of this Section), the aggregate amount and currency of all Non-Syndicated Letters of Credit to be issued in connection with such Participated Letter of Creditrequest, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter of Credit. If Participated Non-Syndicated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderBTMU’s standard form in connection with any request for a Participated Non-Syndicated 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 such Account Party to, or entered into by such Account Party with, the Administrative Agent (acting on behalf of the relevant Issuing Lender Lenders) relating to a Participated Non-Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter Non-Syndicated Letters of Credit (or the amendment, renewal or extension of an outstanding Participated Letter Non-Syndicated Letters of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter Non-Syndicated Letters of Credit, or identifying the Participated Letter Non-Syndicated Letters of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter Non-Syndicated Letters of Credit is are to expire (which shall comply with paragraph (de) of this Section), the aggregate amount of all Non-Syndicated Letters of Credit to be issued in connection with such Participated Letter of Creditrequest, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter Non-Syndicated Letters of Credit. If Participated Non-Syndicated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing LenderLenders) will give such notice for all such Participated Non-Syndicated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Non-Syndicated 364-DAY CREDIT AGREEMENT Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s JPMCB's standard form in connection with any request for a Participated Non-Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Non-Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance Issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated DSR Letter of Credit), an Account Party the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender) to the an Issuing Lender selected by it and the Administrative Agent (reasonably in advance of no later than three Business Days prior to the requested date of issuance, amendment, renewal or extensionIssuance) a notice Notice of Issuance in the form of Exhibit A-3 requesting the issuance Issuance of a Participated DSR Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension Issuance (which shall be a Business DayDay and shall comply with this Section 2.02), the date on which such Participated DSR Letter of Credit is to expire (which shall comply with paragraph clause (d) of this SectionSection 2.02), the amount of such Participated DSR Letter of Credit, the name and address of the beneficiary thereof Credit and such other information as shall be reasonably necessary to prepare, amend, renew prepare or extend Issue such Participated DSR Letter of Credit; provided that no such Notice of Issuance shall be required in respect of an automatic extension of the expiry date of any DSR Letter of Credit pursuant to the terms and conditions of such DSR Letter of Credit. If Participated Letters Subject to a final expiration date as specified in clause (d)(ii) of this Section 2.02, each DSR Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the applicable Issuing Lender thereof or the Administrative Agent gives notice in accordance with the DSR Letter of Credit that such expiry date shall not be extended, then and such Issuing Lender shall give such notice to the Borrower and the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated DSR Letter of Credit; provided that any such notice may be sent by such Issuing Lender only if the conditions set forth in Section 4.04(b) are not satisfied as of such date or as required by the applicable Issuing Lender’s internal policies (consistently applied) or any Applicable Law applicable to such Issuing Lender; provided further that, if any DSR Letter of Credit is outstanding on the last day of the applicable Availability Period, the applicable Issuing Lender shall thereafter give such notice in accordance with the terms of such DSR Letter of Credit. If requested by the applicable Issuing Lender, such Account Party the Borrower also shall submit a letter of credit application on the such Issuing Lender’s standard form in connection with any request for a Participated DSR 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 Account Party Borrower to, or entered into by such Account Party the Borrower with, the any Issuing Lender relating to a Participated any DSR Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter Non-Syndicated Letters of Credit (or the amendment, renewal or extension of an outstanding Participated Letter Non-Syndicated Letters of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter Non-Syndicated Letters of Credit, or identifying the Participated Letter Non-Syndicated Letters of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter Non-Syndicated Letters of Credit is are to expire (which shall comply with paragraph (de) of this Section), the aggregate amount of all Non-Syndicated Letters of Credit to be issued in connection with such Participated Letter of Creditrequest, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter Non-Syndicated Letters of Credit. If Participated Non-Syndicated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing LenderLenders) will give such notice for all such Participated Non-Syndicated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not no less than 45 days, prior to the current expiry date of such Participated Non-Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Non-Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent (acting on behalf of the relevant issuing Lenders) relating to a Participated any Non-Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of if by hand delivery or telecopy, not later than 11:00 a.m., New York City time, one Business Day prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount and Currency of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice in accordance with the terms of such Syndicated Letter of Credit that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit; provided that, unless all of the Lenders shall otherwise agree, if any Syndicated Letter of Credit is outstanding on the Commitment Termination Date, the Administrative Agent shall thereafter give such notice of non-extension in accordance with the terms of such Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such an Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Syndicated 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 an Account Party to, or entered into by such an Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance Issuance of a Participated Letter of Credit (or of any Class, the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender) to the an Issuing Lender of such Class selected by it and the Administrative Agent (reasonably in advance of no later than three Business Days prior to the requested date of issuance, amendment, renewal or extensionIssuance) a notice Notice of Issuance in the form of Exhibit C-3 requesting the issuance Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extendedof such Class, and specifying the date of issuance, amendment, renewal or extension Issuance (which shall be a Business DayDay and shall comply with this Section 2.03), the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph clause (d) of this SectionSection 2.03), the amount of such Participated Letter of Credit, the name and address of the beneficiary thereof Credit and such other information as shall be reasonably necessary to prepare, amend, renew prepare or extend Issue such Participated Letter of Credit; provided that no such Notice of Issuance shall be required in respect of an automatic extension of the expiry date of any Letter of Credit pursuant to the terms and conditions of such Letter of Credit. If Participated Letters Subject to a final expiration date as specified in clause (d)(ii) of this Section 2.03, each Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the applicable Issuing Lender thereof or the Administrative Agent gives notice in accordance with the Letter of Credit that such expiry date shall not be extended, then and such Issuing Lender shall give notice of its intention not to extend the expiry date to the Borrower and the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to 60 days (or, in the Administrative Agent not more than 60 case of an LGIA Letter of Credit, 30 days, but not less than 45 days, ) prior to the current expiry date of such Participated Letter of Credit; provided that any such notice may be sent by such Issuing Lender only if the conditions set forth in Section 4.03(b) are not satisfied as of such date or (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular (including as a result of AML Laws, Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions); (2) the beneficiary of such Letter of Credit (i) is, or is an Affiliate of a Person that is designated as a Sanctioned Person; (ii) is, or is an Affiliate of a Person that is, in violation of AML Laws, Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions; or (iii) has, or is an Affiliate of a Person that has, been convicted of money laundering under any AML Law, which conviction has not been overturned or (3) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally; provided further that, if any Letter of Credit is outstanding on the last day of the applicable Availability Period, the applicable Issuing Lender shall thereafter give such notice in accordance with the terms of such Letter of Credit. If requested by the applicable Issuing Lender, such Account Party the Borrower also shall submit a letter of credit application on the such Issuing Lender’s standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party the Borrower with, the any Issuing Lender relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control. For the avoidance of doubt, an Issuing Lender or Letter of Credit Lender with Letter of Credit Commitments with respect to a particular Class of Letters of Credit shall have no obligation to issue Letters of Credit or lend in respect of other Classes of Letters of Credit.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender) to the such Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated 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 Participated Letter of Credit is to expire (which shall comply with paragraph (dc) of this Section), the amount of such Participated 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 Participated Letter of Credit. If Participated Letters In addition, as a condition to any such Letter of Credit issued in connection with issuance, the same request Borrower shall provide have entered into a continuing agreement (or other letter of credit agreement) for the automatic extension issuance of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf letters of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of Credit. If requested by the Issuing Lender, such Account Party also credit and/or shall submit a letter of credit application on application, in each case, as required by the applicable Issuing LenderLender and using such bank’s standard form in connection with any request for (each, a Participated “Letter of CreditCredit Agreement”). In A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the event Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by the applicable Issuing Lender at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Lender that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its LC Commitment, (ii) the LC Exposure shall not exceed the total LC Commitments, (iii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iv) the sum of the total Revolving Credit Exposure shall not exceed the total Commitments. The Borrower may, at any time and from time to time, reduce or increase the LC Commitment of any inconsistency between Issuing Lender with the terms consent of such Issuing Lender; provided that the Borrower shall not reduce the LC Commitment of any Issuing Lender if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. Notwithstanding anything herein to the contrary, no Issuing Lender shall be under any obligation issue any Letter of Credit that (x) is anything other than a standby Letter of Credit and conditions of this Agreement (y) is denominated in any currency other than in Dollars, in each case unless otherwise agreed by the Administrative Agent and the terms and conditions of any form of letter of credit application or other agreement submitted by the Account Party to, or entered into by such Account Party with, the applicable Issuing Lender relating to a Participated Letter of Credit, the terms and conditions of this Agreement shall controlLender.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter Non-Syndicated Letters of Credit (or the amendment, renewal or extension of an outstanding Participated Letter Non-Syndicated Letters of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter Non-Syndicated Letters of Credit, or identifying the Participated Letter Non-Syndicated Letters of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter Non-Syndicated Letters of Credit is are to expire (which shall comply with paragraph (de) of this Section), the aggregate amount of all Non-Syndicated Letters of Credit to be issued in connection with such Participated Letter of Creditrequest, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter Non-Syndicated Letters of Credit. If Participated Non-Syndicated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing LenderLenders) will give such notice for all such Participated Non-Syndicated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Non-Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Non-Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Administrative Agent (acting on behalf of the relevant Issuing Lender Lenders) relating to a Participated any Non-Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s Chase's standard form in connection with any request for a Participated 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 Account Party to, or entered into by such Account Party with, the Issuing Lender relating to a Participated Letter of Credit, the terms and conditions of this Agreement shall control.LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders of the Letter of Credit Tranche in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s JPMCB's standard form in connection with any request for a Participated Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party the relevant Obligor shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Administrative Agent and (in the case of a Fronted Letter of Credit) the applicable Fronting Issuing Lender and Bank, not later than noon (New York City time) two Domestic Business Days (or such shorter time as the Administrative Agent (reasonably or the applicable Fronting Issuing Bank may agree in advance of a particular instance in their sole discretion) prior to the requested date of issuance, amendment, renewal or extension, a notice, substantially in the form of Exhibit C-1 hereto (or such other form as may be agreed between such Obligor and the Administrative Agent and (in the case of a Fronted Letter of Credit) a notice the applicable Fronting Issuing Bank), requesting the issuance of a Participated Syndicated Letter of Credit or Fronted Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Domestic Business Day), the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this SectionSection 2.01(d)), the amount of such Participated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter of Credit. If Participated Letters of Credit issued in connection (which shall comply with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of CreditSection 2.01(a)). If requested by the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing LenderBank through the Administrative Agent, such Account Party the relevant Obligor also shall submit a letter of credit application on the Issuing Lender’s standard form of the Person that is serving as Administrative Agent or such Fronting Issuing Bank, as applicable, in connection with any request for a Participated Letter of Credit. The standard form letter of credit application of the Administrative Agent is attached hereto as Exhibit C-2. 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 Account Party relevant Obligor to, or entered into by such Account Party Obligor with, the Person that is serving as Administrative Agent or such Fronting Issuing Lender Bank, as applicable, relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control. Unless otherwise specified by the relevant Obligor, each Letter of Credit shall provide for the automatic extension of the expiry date thereof unless the Administrative Agent or, in the case of any Fronted Letter of Credit, the applicable Fronting Issuing Bank shall give notice to the beneficiary thereof on or before the date that is 60 days prior to the stated expiration date (or such shorter or longer period of time as may be agreed with the Company by the Administrative Agent or the applicable Fronting Issuing Bank, as applicable) that such expiry date shall not be extended (each such Letter of Credit, an “Evergreen Letter of Credit” and such notice, a “Non-Extension Notice”) (it being understood and agreed that, notwithstanding any provision of this Agreement to the contrary, the extension of an Evergreen Letter of Credit upon an automatic extension shall not require any notice or request to be delivered under Section 2.01(b) or under such Letter of Credit); provided, that the Administrative Agent or such Fronting Issuing Bank, as applicable, will give a Non-Extension Notice under such Evergreen Letter of Credit in accordance with its terms if requested to do so by notice given to the Administrative Agent or such Fronting Issuing Bank (through the Administrative Agent) by (i) at any time a Default shall have occurred and be continuing, the Required Banks, (ii) at any time on or after the date that the Commitments are terminated, any Bank or (iii) the relevant Obligor; provided, further, that each Letter of Credit shall by its terms expire no later than one year after the Maturity Date with a properly executed Non-Extension Notice.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter Non-Syndicated Letters of Credit (or the amendment, renewal or extension of an outstanding Participated Letter Non-Syndicated Letters of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter Non-Syndicated Letters of Credit, or identifying the Participated Letter Non-Syndicated Letters of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter Non-Syndicated Letters of Credit is are to expire (which shall comply with paragraph (de) of this Section), the aggregate amount of all Non-Syndicated Letters of Credit to be issued in connection with such Participated Letter of Creditrequest, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter Non-Syndicated Letters of Credit. If Participated Non-Syndicated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing LenderLenders) will give such notice for all such Participated Non-Syndicated Letters of Credit if requested to do so by the Issuing Lender Required Lenders of the Letter of Credit Tranche in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Non-Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Non-Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Administrative Agent (acting on behalf of the relevant Issuing Lender Lenders) relating to a Participated any Non-Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date 364-Day Credit Agreement of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders of the Letter of Credit Tranche in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s JPMCB's standard form in connection with any request for a Participated Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance Issuance of a Participated Letter of Credit (or of any Class, the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender) to the an Issuing Lender of such Class selected by it and the Administrative Agent (reasonably in advance of no later than three Business Days prior to the requested date of issuance, amendment, renewal or extensionIssuance) a notice Notice of Issuance in the form of Exhibit C-2 requesting the issuance Issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extendedof such Class, and specifying the date of issuance, amendment, renewal or extension Issuance (which shall be a Business DayDay and shall comply with this Section 2.03), the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph clause (d) of this SectionSection 2.03), the amount of such Participated Letter of Credit, the name and address of the beneficiary thereof Credit and such other information as shall be reasonably necessary to prepare, amend, renew prepare or extend Issue such Participated Letter of Credit; provided that no such Notice of Issuance shall be required in respect of an automatic extension of the expiry date of any Letter of Credit pursuant to the terms and conditions of such Letter of Credit. If Participated Letters Subject to a final expiration date as specified in clause (d)(ii) of this Section 2.03, each Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the applicable Issuing Lender thereof or the Administrative Agent gives notice in accordance with the Letter of Credit that such expiry date shall not be extended, then and such Issuing Lender shall give notice of its intention not to extend the expiry date to the Borrower and the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, days prior to the current expiry date of such Participated Letter of Credit; provided that any such notice may be sent by such Issuing Lender only if the conditions set forth in Section 4.03(c) are not satisfied as of such date or (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular (including as a result of AML Laws, Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions); (2) the beneficiary of such Letter of Credit (i) is, or is an Affiliate of a Person that is designated as a Sanctioned Person; (ii) is, or is an Affiliate of a Person that is, in violation of AML Laws, Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions; or (iii) has, or is an Affiliate of a Person that has, been convicted of money laundering under any AML Law, which conviction has not been overturned or (3) the issuance of the Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally; provided further that, if any Letter of Credit is outstanding on the last day of the applicable Availability Period, the applicable Issuing Lender shall thereafter give such notice in accordance with the terms of such Letter of Credit. If requested by the applicable Issuing Lender, such Account Party the Borrower also shall submit a letter of credit application on the such Issuing Lender’s standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party the Borrower with, the any Issuing Lender relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control. For the avoidance of doubt, an Issuing Lender or Letter of Credit Lender with Letter of Credit Commitments with respect to a particular Class of Letters of Credit shall have no obligation to issue Letters of Credit or lend in respect of other Classes of Letters of Credit.

Notice of Issuance, Amendment, Renewal or Extension. To request Whenever the Borrower desires the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party it shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice an Issuance Notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extended, and specifying (i) the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), (ii) the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this SectionSection 2.02(a)), (iii) the amount of such Participated Letter of Credit, (iv) the name and address of the beneficiary thereof thereof, (v) in the case of the issuance of a Letter of Credit, whether such Letter of Credit will be a Non-Collateralized Letter of Credit or a Collateralized Letter of Credit and (vi) the other terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter of Credit no later than 11:00 a.m. (New York City time) at least ten (10) Business Days, or such shorter period as may be agreed to by the Administrative Agent in any particular instance, in advance of the proposed date of issuance, amendment, renewal or extension, as the case may be. Upon receipt by the Administrative Agent of an Issuance Notice, the Administrative Agent shall deliver to each Lender with a Revolving Commitment a copy of such Issuance Notice; provided that any failure to deliver or delay in delivering a copy of such Issuance Notice shall not relieve any Lender of its obligations under this Section 2.02. In connection with any request for a Collateralized Letter of Credit. If Participated Letters of Credit issued in connection with , the same request Borrower shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given deliver to the Administrative Agent not more a Collateralized L/C Collateral Certificate no later than 60 days, but not less than 45 days, prior to 11:00 a.m. (New York City time) on the current expiry Business Day immediately preceding the date of issuance of such Participated Collateralized Letter of Credit, confirming that the Collateralized L/C Aggregate Collateral Amount after giving effect to such issuance shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. If requested by the Issuing LenderAdministrative Agent, such Account Party the Borrower also shall submit a letter of credit application on the Issuing LenderAdministrative Agent’s standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party with, the Issuing Lender Borrower with the Administrative Agent relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control. Upon the issuance, renewal or extension of any Letter of Credit or amendment or modification to a Letter of Credit, the Administrative Agent shall notify each Lender with a Revolving Commitment of such issuance and the amount of such Xxxxxx’s respective L/C Exposure in such Letter of Credit and deliver to such Lender a copy of such Letter of Credit; provided that any failure to give or delay in giving such notice or any failure to deliver or delay in delivering a copy of such Letter of Credit shall not relieve any Lender of its obligations under this Section 2.02.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Committed Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Committed Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of if by hand delivery or telecopy, not later than noon (New York City time) on the Business Day prior to, and if by approved electronic communication, not later than 10:00 a.m. (New York City time) on the date of, the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Committed Letter of Credit, or identifying the Participated Committed Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Committed Letter of Credit is to expire (which shall comply with paragraph (d) of this SectionSection 2.01(d)), the amount of such Participated Committed Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Committed Letter of Credit. If Participated Letters any Committed Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent Agent, not more than 60 days, but and Third Amended and Restated Letter of Credit and Reimbursement Agreement not less than 45 days, prior to the current expiry date of such Participated Committed Letter of Credit, by (i) Required Banks or (ii) the applicable Account Party or the Company, provided that upon or at any time following the Commitment Termination Date any Bank may request the Administrative Agent to seek instructions from the Required Banks as to whether the then existing Committed Letters of Credit should be non-renewed pursuant to the terms thereof, in which case the Administrative Agent promptly shall do so and, upon receiving instructions of the Required Banks with respect thereto, shall act in accordance therewith. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s standard form of the Person that is serving as Administrative Agent in connection with any request for a Participated Committed 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Person that is serving as Administrative Agent relating to a Participated any Committed Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party the Company shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderBank) to the Issuing Lender and the Administrative Agent Bank (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated such Letter of Credit, Credit or identifying the Participated Letter of Credit to be amended, renewed or extended. In the case of a request for an initial issuance of a Letter of Credit, such request shall specify in form and specifying detail satisfactory to the Bank: (i) the proposed issuance date of issuance, amendment, renewal or extension the requested Letter of Credit (which shall be a Business Day); (ii) the face amount thereof; (iii) the expiry date thereof, including in the date on which such Participated case of any Evergreen Letter of Credit is to expire the initial expiry date thereof; (which shall comply with paragraph (div) the purpose and nature of this Section), the amount of such Participated Letter of Credit, ; (v) the Person whose obligations are supported thereby; (vi) the name and address of the beneficiary thereof and such other information as shall thereof; (vii) any required text to be necessary to prepare, amend, renew or extend such Participated contained in the Letter of Credit. If Participated Letters of Credit issued in connection ; (viii) the delivery instructions with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given respect to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of Credit; and (ix) whether such Letter of Credit will be a Revolving Letter of Credit, and if so, the maximum face amount of such Letter of Credit after giving effect to all increases. In the case of a request for an amendment of any outstanding Letter of Credit, such request shall specify in form and detail satisfactory to the Bank: (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) delivery instructions with respect to the amendment. Additionally, the Company shall furnish to the Bank such other documents and information pertaining to such requested Letter of Credit issuance or amendment as the Bank may reasonably request. If requested by the Issuing LenderBank, such Account Party the Company also shall submit a letter of credit application on the Issuing Lender’s Bank's standard form in connection with any request for a Participated 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 Account Party Company to, or entered into by such Account Party the Company with, the Issuing Lender Bank relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of if by hand delivery or telecopy, not later than 11:00 a.m., New York City time, one Business Day prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice in accordance with the terms of such Syndicated Letter of Credit that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit; provided that, unless all of the Lenders shall otherwise agree, if any Syndicated Letter of Credit is outstanding on the Commitment Termination Date, the Administrative Agent shall thereafter give such notice of non-extension in accordance with the terms of such Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such an Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Syndicated 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 an Account Party to, or entered into by such an Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit of any Class (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender) to the an Issuing Lender of such Class selected by it and the Administrative Agent (reasonably in advance within two Business Days of the requested date of issuance, amendment, renewal or extension) a notice Notice of Issuance in the form of Exhibit C‑2 requesting the issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extendedextended in accordance with this Section, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business DayDay and shall comply with this Section), the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph clause (d) of this Section), the amount of such Participated Letter of Credit, the name and address of the beneficiary thereof Credit and such other information as shall be reasonably necessary to prepare, amend, renew or extend such Participated Letter of Credit. If Participated Letters Each Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the thereof, and such Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Administrative Agent in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of Credit; provided that, unless all of the Lenders of the applicable Class agree, if any Letter of Credit is outstanding on the last day of the DSR Letter of Credit Availability Period or the PPA Letter of Credit Availability Period, as applicable, the applicable Issuing Lender shall thereafter give such notice in accordance with the terms of such Letter of Credit. If requested by the applicable Issuing Lender, such Account Party the Borrower also shall submit a letter of credit application on the such Issuing Lender’s standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party the Borrower with, the any Issuing Lender relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender364-DAY CREDIT AGREEMENT Administrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s JPMCB's standard form in connection with any request for a Participated Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit of any Class (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender) to the an Issuing Lender of such Class selected by it and the Administrative Agent (reasonably in advance within two Business Days of the requested date of issuance, amendment, renewal or extension) a notice Notice of Issuance in the form of Exhibit C-2 requesting the issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extendedextended in accordance with this Section, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business DayDay and shall comply with this Section), the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph clause (d) of this Section), the amount of such Participated Letter of Credit, the name and address of the beneficiary thereof Credit and such other information as shall be reasonably necessary to prepare, amend, renew or extend such Participated Letter of Credit. If Participated Letters Each Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the thereof, and such Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Administrative Agent in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of Credit; provided that, unless all of the Lenders of the applicable Class agree, if any Letter of Credit is outstanding on the last day of the DSR Letter of Credit Availability Period or the PPA Letter of Credit Availability Period, as applicable, the applicable Issuing Lender shall thereafter give such notice in accordance with the terms of such Letter of Credit. If requested by the applicable Issuing Lender, such Account Party the Borrower also shall submit a letter of credit application on the such Issuing Lender’s standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party the Borrower with, the any Issuing Lender relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of Whenever it requires that a Participated Letter of Credit (or be issued, the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and give the Administrative Agent and the applicable Issuing Lender(s) written notice thereof at least three (reasonably 3) Business Days (or such shorter period acceptable to the applicable Issuing Lender(s)) in advance of the requested proposed date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated 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), which notice shall be in the date on which form of Exhibit B (each such Participated notice being a “Letter of Credit is to expire (which shall comply with paragraph (d) Request”). Whenever the Borrower requires an amendment, renewal or extension of this Section), the amount of such Participated any outstanding Letter of Credit, the name Borrower shall, on its letterhead, give the Administrative Agent and address the applicable Issuing Lender(s) written notice thereof at least three (3) Business Days (or such shorter period acceptable to the applicable Issuing Lender(s)) in advance of the beneficiary thereof and such other information as proposed date of the amendment (which shall be necessary to prepare, amend, renew a Business Day). Letter of Credit Requests and amendment requests may be delivered by facsimile. Promptly after the issuance or extend such Participated amendment (including a renewal or extension) of a Letter of Credit, the applicable Issuing Lender(s) shall notify the Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice will be accompanied by a copy of such issuance or amendment. If Participated Letters Upon receipt of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or such notice, the Administrative Agent gives notice that shall promptly notify each Revolving Lender of such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit issuance or amendment and if requested to do so by the Issuing Lender in a notice given to any Revolving Lender, the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date shall provide such Revolving Lender with a copy of such Participated Letter of Creditissuance or amendment. If requested by the an Issuing Lender, such Account Party the Borrower shall also shall submit a letter of credit application on the such Issuing Lender’s standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party the Borrower with, the such Issuing Lender relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party GEO shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Lender) to the an Issuing Lender selected by it and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated 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 Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this SectionSection 2.05(d)), the amount and Currency of such Participated 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 Participated Letter of Credit. If Participated Letters of Credit issued in connection with the same request Such notice shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given to the Administrative Agent (i) in the case of a Letter of Credit to be denominated in Dollars, not more later than 60 days4:00 p.m., but not less than 45 daysNew York City time, prior to three Business Days before the current expiry date of such Participated the proposed issuance, amendment, renewal or extension and (ii) in the case of a Letter of CreditCredit to be denominated in a Foreign Currency, not later than 4:00 p.m., London time, three Business Days (or four Business Days if longer notice is determined by the Administrative Agent to be required) before the date of the proposed issuance, amendment, renewal or extension. The Issuing Lender shall promptly notify each Lender of the issuance of any Letter of Credit and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein. If requested by the respective Issuing Lender, such Account Party the Borrowers shall also shall submit a letter Letter of credit Credit application on the such Issuing Lender’s standard form in connection with any request for a Participated 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 Letter of credit Credit application or other agreement submitted by the Account Party any Borrower to, or entered into by such Account Party any Borrower with, the an Issuing Lender relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter of Credit. If Participated Letters any Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s Chase's standard form in connection with any request for a Participated 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 LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT credit application or other agreement submitted by the any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Letter Non-Syndicated Letters of Credit (or the amendment, renewal or extension of an outstanding Participated Letter Non-Syndicated Letters of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Letter Non-Syndicated Letters of Credit, or identifying the Participated Letter Non-Syndicated Letters of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Letter Non-Syndicated Letters of Credit is are to expire (which shall comply with paragraph (de) of this Section), the aggregate amount of all Non-Syndicated Letters of Credit to be issued in connection with such Participated Letter of Creditrequest, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter Non-Syndicated Letters of Credit. If Participated Non-Syndicated Letters of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing LenderLenders) will give such notice for all such Participated Non-Syndicated Letters of Credit if requested to do so by the Issuing Lender Required Lenders of the Letter of Credit Tranche in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Non-Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing Lender’s JPMCB's standard form in connection with any request for a Participated Non-Syndicated 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 any Account Party to, or entered into by such any 364-Day Credit Agreement Account Party with, the Administrative Agent (acting on behalf of the relevant Issuing Lender Lenders) relating to a Participated any Non-Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.

Notice of Issuance, Amendment, Renewal or Extension. To request Whenever the Borrower desires the issuance of a Participated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Letter of Credit), an Account Party it shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice an Issuance Notice requesting the issuance of a Participated Letter of Credit, or identifying the Participated Letter of Credit to be amended, renewed or extended, and specifying (i) the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), (ii) the date on which such Participated Letter of Credit 50 is to expire (which shall comply with paragraph (d) of this SectionSection 2.02(a)), (iii) the amount of such Participated Letter of Credit, (iv) the name and address of the beneficiary thereof thereof, (v) in the case of the issuance of a Letter of Credit, whether such Letter of Credit will be a Non-Collateralized Letter of Credit or a Collateralized Letter of Credit and (vi) the other terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Letter of Credit no later than 11:00 a.m. (New York City time) at least ten (10) Business Days, or such shorter period as may be agreed to by the Administrative Agent in any particular instance, in advance of the proposed date of issuance, amendment, renewal or extension, as the case may be. Upon receipt by the Administrative Agent of an Issuance Notice, the Administrative Agent shall deliver to each Lender with a Revolving Commitment a copy of such Issuance Notice; provided that any failure to deliver or delay in delivering a copy of such Issuance Notice shall not relieve any Lender of its obligations under this Section 2.02. In connection with any request for a Collateralized Letter of Credit. If Participated Letters of Credit issued in connection with , the same request Borrower shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender in a notice given deliver to the Administrative Agent not more a Collateralized L/C Collateral Certificate no later than 60 days, but not less than 45 days, prior to 11:00 a.m. (New York City time) on the current expiry Business Day immediately preceding the date of issuance of such Participated Collateralized Letter of Credit, confirming that the Collateralized L/C Aggregate Collateral Amount after giving effect to such issuance shall equal or exceed the Minimum Collateralized L/C Aggregate Collateral Amount. If requested by the Issuing LenderAdministrative Agent, such Account Party the Borrower also shall submit a letter of credit application on the Issuing LenderAdministrative Agent’s standard form in connection with any request for a Participated 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 Account Party Borrower to, or entered into by such Account Party with, the Issuing Lender Borrower with the Administrative Agent relating to a Participated any Letter of Credit, the terms and conditions of this Agreement shall control. Upon the issuance, renewal or extension of any Letter of Credit or amendment or modification to a Letter of Credit, the Administrative Agent shall notify each Lender with a Revolving Commitment of such issuance and the amount of such Xxxxxx’s respective L/C Exposure in such Letter of Credit and deliver to such Lender a copy of such Letter of Credit; provided that any failure to give or delay in giving such notice or any failure to deliver or delay in delivering a copy of such Letter of Credit shall not relieve any Lender of its obligations under this Section 2.02.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Participated Syndicated Letter of Credit (or the amendment, renewal or extension of an outstanding Participated Syndicated Letter of Credit), an Account Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing LenderAdministrative Agent) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Participated Syndicated Letter of Credit, or identifying the Participated Syndicated Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension extension, as the case may be (which shall be a Business Day), the date on which such Participated Syndicated Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Participated Syndicated Letter of Credit, the name and address of the beneficiary thereof and the terms and conditions of (and such other information as shall be necessary to prepare, amend, renew or extend extend, as the case may be) such Participated Syndicated Letter of Credit. If Participated Letters any Syndicated Letter of Credit issued in connection with the same request shall provide for the automatic extension of the expiry date thereof unless the Issuing Lender thereof or the Administrative Agent gives notice that such expiry date shall not be extended, then the Administrative Agent (acting on behalf of the relevant Issuing Lender) will give such notice for all such Participated Letters of Credit if requested to do so by the Issuing Lender Required Lenders of the Letter of Credit Tranche in a notice given to the Administrative Agent not more than 60 days, but not less than 45 days, prior to the current expiry date of such Participated Syndicated Letter of Credit. If requested by the Issuing LenderAdministrative Agent, such Account Party also shall submit a letter of credit application on the Issuing LenderJPMCB’s standard form in connection with any request for a Participated Syndicated 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 any Account Party to, or entered into by such any Account Party with, the Issuing Lender Administrative Agent relating to a Participated any Syndicated Letter of Credit, the terms and conditions of this Agreement shall control.