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 Letter of Credit (or the amendment, renewal or extension of an outstanding 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 Administrative Agent) to the Administrative Agent Credit Agreement (if by hand delivery or telecopy, not later than noon (New York City time) on the Domestic 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 Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, as the case may be (which shall be a Domestic Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.01(d)), the amount of such 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, as the case may be) such Letter of Credit. If requested by the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank through the Administrative Agent, such Account Party also shall submit a letter of credit application on 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 Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party to, or entered into by any Account Party with, the Person that is serving as Administrative Agent or such Fronting Issuing Bank, as applicable, relating to any Letter of Credit, the terms and conditions of this Agreement shall control. If any 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 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"), then the Administrative Agent or such Fronting Issuing Bank, as applicable, will give a Non-Extension Notice under such Evergreen Letter of Credit if requested to do so by notice given to the Administrative Agent or such Fronting Issuing Bank (through the Administrative Agent), not more than 60 days, and not less than 45 days, prior to the current expiry date thereof, by (i) the Required Banks, (ii) the applicable Account Party or the Company or (iii) (subject to the immediately succeeding sentence) any Bank. If upon or at any time following the Commitment Termination Date with respect to any Bank any Evergreen Letter of Credit shall be outstanding, such Bank may give notice to the Administrative Agent (with a copy to the Company) requesting that the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank give a Non-Extension Notice under such Evergreen Letter of Credit at the next earliest permitted time in accordance with the terms thereof, whereupon (subject to the first proviso below) the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank agrees to give such Non-Extension Notice; provided that prior to the Administrative Agent (or Fronting Credit Agreement Issuing Bank, as applicable) giving such Non-Extension Notice, the Company may elect by notice to the Administrative Agent (or Fronting Issuing Bank, as applicable) that, in lieu of giving such Non-Extension Notice, (i) in respect of Fronted Letters of Credit, no such notice be issued (and the immediately succeeding sentence shall be applicable thereto) and (ii) in respect of all other Letters of Credit, the Administrative Agent shall, at the same time it would have been required to give such notice, notify the beneficiary of such Letter of Credit in accordance with the terms thereof of those Banks whose Commitments have not been terminated as of such time and such Banks' then respective Applicable Percentages under such Letter of Credit, provided that such election shall not be permitted and no such notification shall be given unless, after giving effect thereto, the aggregate outstanding amount of the Credit Exposures of such Banks shall not exceed the aggregate amount of the Commitments of such Banks. If the Company shall have provided notice under clause (i) of the first proviso of the immediately preceding sentence with respect to Fronted Letters of Credit, with respect to any outstanding Fronted Letter of Credit upon the Commitment Termination Date of any Bank, the participation interest of such Bank in each such Fronted Letter of Credit shall automatically terminate on the first anniversary of such Commitment Termination Date, and the participation interests of those Banks whose Commitments have not been terminated shall automatically be adjusted to reflect, and each such Bank shall have a participation in each such Fronted Letter of Credit equal to, such Bank’s Applicable Percentage of the aggregate amount available to be drawn under such Fronted Letter of Credit on such first anniversary.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding 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 Administrative Agent) to the Administrative Agent Credit Agreement and (in the case of a Fronted Letter of Credit) the applicable Fronting Issuing Bank (if by hand delivery or telecopy, not later than noon (New York City time) on the Domestic 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 Syndicated Letter of Credit or Fronted Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, as the case may be (which shall be a Domestic Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.01(d)), the amount of such 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, as the case may be) such Letter of Credit. If requested by the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank through the Administrative Agent, such Account Party also shall submit a letter of credit application on 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 Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party to, or entered into by any Account Party with, the Person that is serving as Administrative Agent or such Fronting Issuing Bank, as applicable, relating to any Letter of Credit, the terms and conditions of this Agreement shall control. If any 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 time specified therein 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"”), then 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), not more than 60 days, and not less than 45 days, prior to the current expiry date thereof, ) 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 applicable Account Party or the Company or (iii) (subject to the immediately succeeding sentence) any BankCompany. If upon or at any time following the Commitment Termination Date with respect to any Bank any Evergreen Letter of Credit shall be outstanding, such Bank may give notice to the Administrative Agent (with a copy to the Company) requesting that the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank give a Non-Extension Notice under such Evergreen Letter of Credit at the next earliest permitted time in accordance with the terms thereof, whereupon (subject to the first proviso below) the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank agrees to give such Non-Extension Notice; provided that prior to the Administrative Agent (or Fronting Credit Agreement Issuing Bank, as applicable) giving such Non-Extension Notice, the Company may elect by notice to the Administrative Agent (or Fronting Issuing Bank, as applicable) that, in lieu of giving such Non-Extension Notice, (i) in respect of Fronted Letters of Credit, no such notice be issued (and the immediately succeeding sentence shall be applicable thereto) and (ii) in respect of all other Letters of Credit, the Administrative Agent shall, at the same time it would have been required to give such notice, notify the beneficiary of such Letter of Credit in accordance with the terms thereof of those Banks whose Commitments have not been terminated as of such time and such Banks' then respective Applicable Percentages under such Letter of Credit, provided that such election shall not be permitted and no such notification shall be given unless, after giving effect thereto, the aggregate outstanding amount of the Credit Exposures of such Banks shall not exceed the aggregate amount of the Commitments of such Banks. If the Company shall have provided notice under clause (i) of the first proviso of the immediately preceding sentence with respect to Fronted Letters of Credit, with respect to any outstanding Fronted Letter of Credit upon the Commitment Termination Date of any Bank, the participation interest of such Bank in each such Fronted Letter of Credit shall automatically terminate on the first anniversary of such Commitment Termination Date, and the participation interests of those Banks whose Commitments have not been terminated shall automatically be adjusted to reflect, and each such Bank shall have a participation in each such Fronted Letter of Credit equal to, such Bank’s Applicable Percentage of the aggregate amount available to be drawn under such Fronted Letter of Credit on such first anniversary.Agreement

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding 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 Administrative Agent) to the Administrative Agent Credit Agreement and (if by hand delivery or telecopyin the case of a Fronted Letter of Credit) the applicable Fronting Issuing Bank, not later than noon (New York City time) on the two Domestic Business Day Days (or such shorter time as the Administrative Agent or the applicable Fronting Issuing Bank may agree in a particular instance in their sole discretion) prior to, and if by approved electronic communication, not later than 10:00 a.m. (New York City time) on the date of, 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 Syndicated Letter of Credit or Fronted Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, as the case may be (which shall be a Domestic Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.01(d)), the amount of such 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, as the case may be) such Letter of CreditCredit (which shall comply with Section 2.01(a)). If requested by the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank through the Administrative Agent, such Account Party the relevant Obligor also shall submit a letter of credit application on 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 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 any Account Party the relevant Obligor to, or entered into by any Account Party such Obligor with, the Person that is serving as Administrative Agent or such Fronting Issuing Bank, as applicable, relating to any Letter of Credit, the terms and conditions of this Agreement shall control. If any 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 (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, then 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), not more than 60 days, and not less than 45 days, prior to the current expiry date thereof, ) by (i) at any time a Default shall have occurred and be continuing, the Required Banks, (ii) at any time on or after the applicable Account Party or date that the Company Commitments are terminated, any Bank or (iii) (subject to the immediately succeeding sentence) any Bank. If upon or at any time following the Commitment Termination Date with respect to any Bank any Evergreen relevant Obligor; provided, further, that each Letter of Credit shall be outstanding, such Bank may give notice to by its terms expire no later than one year after the Administrative Agent (Maturity Date with a copy to the Company) requesting that the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank give a Non-Extension Notice under such Evergreen Letter of Credit at the next earliest permitted time in accordance with the terms thereof, whereupon (subject to the first proviso below) the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank agrees to give such properly executed Non-Extension Notice; provided that prior to the Administrative Agent (or Fronting Credit Agreement Issuing Bank, as applicable) giving such Non-Extension Notice, the Company may elect by notice to the Administrative Agent (or Fronting Issuing Bank, as applicable) that, in lieu of giving such Non-Extension Notice, (i) in respect of Fronted Letters of Credit, no such notice be issued (and the immediately succeeding sentence shall be applicable thereto) and (ii) in respect of all other Letters of Credit, the Administrative Agent shall, at the same time it would have been required to give such notice, notify the beneficiary of such Letter of Credit in accordance with the terms thereof of those Banks whose Commitments have not been terminated as of such time and such Banks' then respective Applicable Percentages under such Letter of Credit, provided that such election shall not be permitted and no such notification shall be given unless, after giving effect thereto, the aggregate outstanding amount of the Credit Exposures of such Banks shall not exceed the aggregate amount of the Commitments of such Banks. If the Company shall have provided notice under clause (i) of the first proviso of the immediately preceding sentence with respect to Fronted Letters of Credit, with respect to any outstanding Fronted Letter of Credit upon the Commitment Termination Date of any Bank, the participation interest of such Bank in each such Fronted Letter of Credit shall automatically terminate on the first anniversary of such Commitment Termination Date, and the participation interests of those Banks whose Commitments have not been terminated shall automatically be adjusted to reflect, and each such Bank shall have a participation in each such Fronted Letter of Credit equal to, such Bank’s Applicable Percentage of the aggregate amount available to be drawn under such Fronted Letter of Credit on such first anniversary.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), an Account Party the Applicant, and, if a Subsidiary of the Company is the Applicant, the Company, as Co-Applicant) shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent Credit Agreement and (if by hand delivery or telecopyin the case of a Fronted Letter of Credit) the applicable Fronting Issuing Bank, (not later than noon (New York City time) on the two Domestic Business Day (or such shorter time as the Administrative Agent or the applicable Fronting Issuing Bank may agree in a particular instance in their sole discretion) 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 Syndicated Letter of Credit or Fronted Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, as the case may be (which shall be a Domestic Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.01(d)), the amount of such 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, as the case may be) such Letter of Credit. If requested by the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank through the Administrative Agent, such Account Party the Applicant, and, if a Subsidiary of the Company is the Applicant, the Company, as Co-Applicant, also shall submit a letter of credit application on 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 Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party the Company to, or entered into by any Account Party the Company with, the Person that is serving as Administrative Agent or such Fronting Issuing Bank, as applicable, relating to any Letter of Credit, the terms and conditions of this Agreement shall control. If any 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 time specified therein (which shall not be more than 60 days prior to the stated expiration date, unless otherwise agreed by the Administrative Agent or the applicable Fronting Issuing Bank, in their sole discretion, 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"”), then 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), not more than 60 days, and not less than 45 days, prior to the current expiry date thereof, ) by (i) at any time a Default shall have occurred and be continuing, the Required Banks, (ii) at any time on or after the applicable Account Party or date that the Company Commitments are terminated, any Bank or (iii) (subject to the immediately succeeding sentence) any Bank. If upon or at any time following Applicant, and, if a Subsidiary of the Commitment Termination Date with respect to any Bank any Evergreen Letter of Credit shall be outstandingCompany is the Applicant, such Bank may give notice to the Administrative Agent (with a copy to the Company) requesting , as Co-Applicant, provided that the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable such Fronting Issuing Bank Bank, as applicable, will give a Non-Extension Notice under such that each Evergreen Letter of Credit at the next earliest permitted time in accordance with the terms thereof, whereupon (subject to the first proviso below) the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank agrees to give such Non-Extension Notice; provided that prior to the Administrative Agent (or Fronting Credit Agreement Issuing Bank, as applicable) giving such Non-Extension Notice, the Company may elect by notice to the Administrative Agent (or Fronting Issuing Bank, as applicable) that, in lieu of giving such Non-Extension Notice, (i) in respect of Fronted Letters of Credit, expires no such notice be issued (and the immediately succeeding sentence shall be applicable thereto) and (ii) in respect of all other Letters of Credit, the Administrative Agent shall, at the same time it would have been required to give such notice, notify the beneficiary of such Letter of Credit in accordance with the terms thereof of those Banks whose Commitments have not been terminated as of such time and such Banks' then respective Applicable Percentages under such Letter of Credit, provided that such election shall not be permitted and no such notification shall be given unless, later than one year after giving effect thereto, the aggregate outstanding amount of the Credit Exposures of such Banks shall not exceed the aggregate amount of the Commitments of such Banks. If the Company shall have provided notice under clause (i) of the first proviso of the immediately preceding sentence with respect to Fronted Letters of Credit, with respect to any outstanding Fronted Letter of Credit upon the Commitment Termination Date of any Bank, the participation interest of such Bank in each such Fronted Letter of Credit shall automatically terminate on the first anniversary of such Commitment Termination Date, and the participation interests of those Banks whose Commitments have not been terminated shall automatically be adjusted to reflect, and each such Bank shall have a participation in each such Fronted Letter of Credit equal to, such Bank’s Applicable Percentage of the aggregate amount available to be drawn under such Fronted Letter of Credit on such first anniversary.

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding 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 Administrative Agent) to the Administrative Agent Credit Agreement (if by hand delivery or telecopy, not later than noon (New York City time) on the Domestic 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 Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, as the case may be (which shall be a Domestic Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.01(d)), the amount of such 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, as the case may be) such Letter of Credit. If requested by the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank through the Administrative Agent, such Account Party also shall submit a letter of credit application on 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 Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party to, or entered into by any Account Party with, the Person that is serving as Administrative Agent or such Fronting Issuing Bank, as applicable, relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Credit Agreement If any 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 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"), then the Administrative Agent or such Fronting Issuing Bank, as applicable, will give a Non-Extension Notice under such Evergreen Letter of Credit if requested to do so by notice given to the Administrative Agent or such Fronting Issuing Bank (through the Administrative Agent), not more than 60 days, and not less than 45 days, prior to the current expiry date thereof, by (i) the Required Banks, (ii) the applicable Account Party or the Company or (iii) (subject to the immediately succeeding sentence) any Bank. If upon or at any time following the Commitment Termination Date with respect to any Bank any Evergreen Letter of Credit shall be outstanding, such Bank may give notice to the Administrative Agent (with a copy to the Company) requesting that the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank give a Non-Extension Notice under such Evergreen Letter of Credit at the next earliest permitted time in accordance with the terms thereof, whereupon (subject to the first proviso below) the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank agrees to give such Non-Extension Notice; provided that prior to the Administrative Agent (or Fronting Credit Agreement Issuing Bank, as applicable) giving such Non-Extension Notice, the Company may elect by notice to the Administrative Agent (or Fronting Issuing Bank, as applicable) that, in lieu of giving such Non-Extension Notice, (i) in respect of Fronted Letters of Credit, no such notice be issued (and the immediately succeeding sentence shall be applicable thereto) and (ii) in respect of all other Letters of Credit, the Administrative Agent shall, at the same time it would have been required to give such notice, notify the beneficiary of such Letter of Credit in accordance with the terms thereof of those Banks whose Commitments have not been terminated as of such time and such Banks' then respective Applicable Percentages under such Letter of Credit, provided that such election shall not be permitted and no such notification shall be given unless, after giving effect thereto, the aggregate outstanding amount of the Credit Exposures of such Banks shall not exceed the aggregate amount of the Commitments of such Banks. If the Company shall have provided notice under clause (i) of the first proviso of the immediately preceding sentence with respect to Fronted Letters of Credit, with respect to any outstanding Fronted Letter of Credit upon the Commitment Termination Date of any Bank, the participation interest of such Bank in each such Fronted Letter of Credit shall automatically terminate on the first anniversary of such Commitment Termination Date, and the participation interests of those Banks whose Commitments have not been terminated shall automatically be adjusted to reflect, and each such Bank shall have a participation in each such Fronted Letter of Credit equal to, such Bank’s Applicable Percentage of the aggregate amount available to be drawn under such Fronted Letter of Credit on such first anniversary.. Credit Agreement

Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), an Account Party the Applicant, and, if a Subsidiary of the Company is the Applicant, the Company, as Co-Applicant) shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent Credit Agreement and (if by hand delivery or telecopyin the case of a Fronted Letter of Credit) the applicable Fronting Issuing Bank, (not later than noon (New York City time) on the three Domestic Business Day Days (or such shorter time as the Administrative Agent or the applicable Fronting Issuing Bank may agree in a particular instance in their sole discretion) 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 Syndicated Letter of Credit or Fronted Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, as the case may be (which shall be a Domestic Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.01(d)), the amount of such 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, as the case may be) such Letter of Credit. If requested by the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank through the Administrative Agent, such Account Party the Applicant, and, if a Subsidiary of the Company is the Applicant, the Company, as Co-Applicant, also shall submit a letter of credit application on 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 Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Account Party the Company to, or entered into by any Account Party the Company with, the Person that is serving as Administrative Agent or such Fronting Issuing Bank, as applicable, relating to any Letter of Credit, the terms and conditions of this Agreement shall control. If any 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 time specified therein (which shall not be more than 60 days prior to the stated expiration date, unless otherwise agreed by the Administrative Agent or the applicable Fronting Issuing Bank, in their sole discretion, 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"”), then 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), not more than 60 days, and not less than 45 days, prior to the current expiry date thereof, ) by (i) at any time a Default shall have occurred and be continuing, the Required Banks, (ii) at any time on or after the applicable Account Party or date that the Company Commitments are terminated, any Bank or (iii) (subject to the immediately succeeding sentence) any Bank. If upon or at any time following Applicant, and, if a Subsidiary of the Commitment Termination Date with respect to any Bank any Evergreen Letter of Credit shall be outstandingCompany is the Applicant, such Bank may give notice to the Administrative Agent (with a copy to the Company) requesting , as Co-Applicant, provided that the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable such Fronting Issuing Bank Bank, as applicable, will give a Non-Extension Notice under such that each Evergreen Letter of Credit at expires no later than one year after the next earliest permitted time in accordance with the terms thereof, whereupon (subject to the first proviso below) the Administrative Agent or (in the case of any Fronted Letter of Credit) the applicable Fronting Issuing Bank agrees to give such Non-Extension Notice; provided that prior to the Administrative Agent (or Fronting Credit Agreement Issuing Bank, as applicable) giving such Non-Extension Notice, the Company may elect by notice to the Administrative Agent (or Fronting Issuing Bank, as applicable) that, in lieu of giving such Non-Extension Notice, (i) in respect of Fronted Letters of Credit, no such notice be issued (and the immediately succeeding sentence shall be applicable thereto) and (ii) in respect of all other Letters of Credit, the Administrative Agent shall, at the same time it would have been required to give such notice, notify the beneficiary of such Letter of Credit in accordance with the terms thereof of those Banks whose Commitments have not been terminated as of such time and such Banks' then respective Applicable Percentages under such Letter of Credit, provided that such election shall not be permitted and no such notification shall be given unless, after giving effect thereto, the aggregate outstanding amount of the Credit Exposures of such Banks shall not exceed the aggregate amount of the Commitments of such Banks. If the Company shall have provided notice under clause (i) of the first proviso of the immediately preceding sentence with respect to Fronted Letters of Credit, with respect to any outstanding Fronted Letter of Credit upon the Commitment Termination Date of any Bank, the participation interest of such Bank in each such Fronted Letter of Credit shall automatically terminate on the first anniversary of such Commitment Termination Date, and the participation interests of those Banks whose Commitments have not been terminated shall automatically be adjusted to reflect, and each such Bank shall have a participation in each such Fronted Letter of Credit equal to, such Bank’s Applicable Percentage of the aggregate amount available to be drawn under such Fronted Letter of Credit on such first anniversary.