Common use of Request for Letter of Credit Clause in Contracts

Request for Letter of Credit. Each request for a Letter of Credit (a “Request for Letter of Credit”) shall be submitted to the Administrative Agent and the Letter of Credit Issuer by the applicable Borrower(s), substantially in the form attached hereto as Exhibit F (with blanks appropriately completed in conformity herewith) on or before 2:00 p.m. at least two (2) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office of the Letter of Credit Issuer in the United States) or five (5) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office (if any) of the Letter of Credit Issuer outside of the United States), including (A) a confirmation that such Letter of Credit will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien, granted to the Administrative Agent, for the benefit of the Secured Parties, in and on the applicable Collateral, subject only to Permitted Liens and (B) a schedule indicating how the Principal Obligations will be allocated among the Borrowers after giving effect to such Letter of Credit issuance. No Request for Letter of Credit shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by the information and other documents required to be delivered in accordance with this Section. Upon each such application, the applicable Borrower(s) shall be deemed to have automatically made to the Administrative Agent, each Lender, and the Letter of Credit Issuer the following representations and warranties: (i) As of the date of the issuance of the Letter of Credit requested, the representations and warranties set forth herein and in the other Loan Documents (other than those set forth in Section 7.8 hereof which shall be replaced with the condition in Section 6.2(b) hereof) are true and correct in all material respects on and as of the date of such issuance, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed in writing to the Lenders and do not constitute an Event of Default or a Material Potential Default to the extent such representations and warranties relate to an earlier or specific date) and all other conditions (other than the qualification that any condition is satisfactory to the Administrative Agent or its counsel) specified in Sections 6.1 (with respect to the initial extension of credit under this Credit Agreement) and 6.2 have been satisfied; (ii) The Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) will not exceed the lesser of: (A) the remainder of: (1) the Available Commitment as of such date; minus

Request for Letter of Credit. Each request for a Letter of Credit (a “Request for Letter of Credit”) shall be submitted to the Administrative Agent and the Letter of Credit Issuer by the applicable Borrower(s), Borrower in substantially in the form attached hereto as Exhibit F J (with blanks appropriately completed in conformity herewith) on or before 2:00 p.m. at least two (2) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office of the Letter of Credit Issuer in the United States) or five (5) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office (if any) of the Letter of Credit Issuer outside of the United States)Specified Time, including (A) a confirmation that such Letter of Credit will be secured (either directly or indirectly) by a first priority, exclusive security interest and LienLien (subject to Permitted Liens), granted to the Administrative Agent, for the benefit of the Secured Parties, in and on the applicable Collateral. If multiple Borrowers are requesting the issuance of Letters of Credit on the same date, subject only to Permitted Liens and (B) then a schedule indicating how the Principal Obligations will be allocated among the Borrowers after giving effect to such separate Request for Letter of Credit issuanceshall be submitted by each applicable Borrower. No Request for Letter of Credit shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by the information and other documents required to be delivered in accordance with this Section. Upon each such application, the applicable Borrower(s) Borrower shall be deemed to have automatically made to the Administrative Agent, each Lender, and the Letter of Credit Issuer the following representations and warrantieswarranties (and, additionally, it is agreed by each other Borrower that it shall also be deemed to constitute a representation and warranty by each such Borrower as to itself) that: (i) As of the date of the issuance of the Letter of Credit requested, the representations and warranties set forth herein and in the other Loan Documents (other than those set forth in Section 7.8 hereof hereof, which shall be replaced with the condition in Section 6.2(b) hereof) are true and correct in all material respects on and as of the date of such issuance, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed in writing to the Lenders Administrative Agent and do not constitute an Event of Default or a Material Potential Default or to the extent such representations and warranties relate to an earlier or specific date) and that all other conditions (other than the qualification that any condition is satisfactory to the Administrative Agent or its counsel) specified in Sections 6.1 (with respect to the initial extension of credit under this Credit Agreement), 6.2 and 6.3 hereof (with respect to the initial extension of credit under this Credit Agreement to a Qualified Borrower) and 6.2 have been satisfied; (iiA) The Dollar Equivalent of the Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) will not exceed the lesser of: (Ax) the remainder of: (1) the Available Commitment as of such date; minus

Request for Letter of Credit. Each request for a Letter of Credit (a “Request for Letter of Credit”) shall be submitted to the Administrative Agent and the Letter of Credit Issuer by the applicable Borrower(s), in substantially in the form attached hereto as of Exhibit F hereto (with blanks appropriately completed in conformity herewith) ), together with a Letter of Credit Application and a Borrowing Base Certificate, for the Letter of Credit Issuer, on or before 2:00 p.m. 11:00 a.m. at least two three (23) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office of the Letter of Credit Issuer in the United States) or five (5) Business Days prior to the requested date of issuance Credit. The Administrative Agent shall notify each Lender of such Letter of Credit (in the case of an issuance by a local branch office (if any) of the Letter of Credit Issuer outside of the United States), including (A) a confirmation that such Letter of Credit will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien, granted to the Administrative Agent, for the benefit of the Secured Parties, in and on the applicable Collateral, subject only to Permitted Liens and (B) a schedule indicating how the Principal Obligations will be allocated among the Borrowers after giving effect to such Letter of Credit issuance. No Request for Letter of Credit shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by and the information and other documents required to be delivered in accordance with this Sectionterms of the requested Letter of Credit. Upon each such application, the applicable Borrower(s) Borrowers shall be deemed to have automatically made to the Administrative Agent, each Lender, and the Letter of Credit Issuer the following representations and warranties: (i) As as of the date of the issuance of the Letter of Credit requested, the representations and warranties set forth herein and in the other Loan Documents (other than those set forth in Section 7.8 hereof which shall be replaced with the condition in Section 6.2(b) hereof) are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) on and as of the date of such issuance, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed in writing to the Lenders and do not constitute an Event of Default or a Material Potential Default to the extent such representations and warranties expressly relate to an earlier or specific date) and all other conditions (other than the qualification that any condition is satisfactory to the Administrative Agent or its counsel) specified in Sections 6.1 (with respect to the initial extension of credit under this Credit Agreement) and 6.2 have been satisfied); (ii) The as of the date of the issuance of the Letter of Credit requested, the Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) will not exceed the lesser of: (A) the remainder of: (1) the Available Commitment as of such date, and the Dollar Equivalent of the Letter of Credit Liability will not exceed the Letter of Credit Sublimit; (iii) as of the date of the issuance of the Letter of Credit requested, the Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) for Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit; minusand (iv) all conditions precedent in Section 6.2 for the issuance of such Letter of Credit will be satisfied or waived by the Lenders as of the date of such issuance.

Request for Letter of Credit. Each request for a Letter of Credit (a “Request for Letter of Credit”) shall be submitted to the Administrative Agent and the Letter of Credit Issuer by the applicable Borrower(s), substantially in the form attached hereto as of Exhibit F (with blanks appropriately completed in conformity herewith) on or before 2:00 p.m. at least two (2) Business Days prior to the requested date of issuance of such ), together with a Letter of Credit (in the case of an issuance by Application and a local branch office of Borrowing Base Certificate, for the Letter of Credit Issuer in Issuer, on or before the United States) or five (5) Business Days prior to the requested date of issuance Specified Time. The Administrative Agent shall notify each Lender of such Letter of Credit (in the case of an issuance by a local branch office (if any) of the Letter of Credit Issuer outside of the United States), including (A) a confirmation that such Letter of Credit will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien, granted to the Administrative Agent, for the benefit of the Secured Parties, in and on the applicable Collateral, subject only to Permitted Liens and (B) a schedule indicating how the Principal Obligations will be allocated among the Borrowers after giving effect to such Letter of Credit issuance. No Request for Letter of Credit shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by and the information and other documents required to be delivered in accordance with this Sectionterms of the requested Letter of Credit. Upon each such application, the applicable Borrower(s) Borrowers shall be deemed to have automatically made to the Administrative Agent, each Lender, and the Letter of Credit Issuer the following representations and warranties: (i) As as of the date of the issuance of the Letter of Credit requested, the representations and warranties set forth herein and in the other Loan Documents (other than those set forth in Section 7.8 hereof which shall be replaced with the condition in Section 6.2(b) hereof) are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) on and as of the date of such issuance, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed in writing to the Lenders and do not constitute an Event of Default or a Material Potential Default to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except for any representation and warranty that is qualified by materiality or specific reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date) and all other conditions (other than the qualification that any condition is satisfactory to the Administrative Agent or its counsel) specified in Sections 6.1 (with respect to the initial extension of credit under this Credit Agreement) and 6.2 have been satisfied)); (ii) The as of the date of the issuance of the Letter of Credit requested, the Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) will not exceed the lesser of: (A) the remainder of: (1) the Available Commitment as of such date, and the Dollar Equivalent of the Letter of Credit Liability will not exceed the Letter of Credit Sublimit; (iii) as of the date of the issuance of the Letter of Credit requested, the Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) for Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit; minusand (iv) all conditions precedent in Section 6.2 for the issuance of such Letter of Credit will be satisfied as of the date of such issuance.

Request for Letter of Credit. Each request for a Letter of Credit (a “Request for Letter of Credit”) shall be submitted to the Administrative Agent and the Letter of Credit Issuer by the applicable Borrower(s), substantially in the form attached hereto as Exhibit F (with blanks appropriately completed in conformity herewith) on or before 2:00 p.m. at least two (2) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office of the Letter of Credit Issuer in the United States) or five (5) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office (if any) of the Letter of Credit Issuer outside of the United States), including (A) a confirmation that such Letter of Credit will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien, granted to the Administrative Agent, for the benefit of the Secured Parties, in and on the applicable Collateral, subject only to Permitted Liens and (B) a schedule indicating how the Principal Obligations will be allocated among the Borrowers after giving effect to such Letter of Credit issuance. No Request for Letter of Credit shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by the information and other documents required to be delivered in accordance with this Section. Upon each such application, the applicable Borrower(s) shall be deemed to have automatically made to the Administrative Agent, each Lender, and the Letter of Credit Issuer the following representations and warranties: (i) As of the date of the issuance of the Letter of Credit requested, the representations and warranties set forth herein and in the other Loan Documents (other than those set forth in Section 7.8 hereof which shall be replaced with the condition in Section 6.2(b) hereof) are true and correct in all material respects on and as of the date of such issuance, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed in writing to the Lenders and do not constitute an Event of Default or a Material Potential Default to the extent such representations and warranties relate to an earlier or specific date) and all other conditions (other than the qualification that any condition is satisfactory to the Administrative Agent or its counsel) specified in Sections 6.1 (with respect to the initial extension of credit under this Credit Agreement) and 6.2 have been satisfied; (ii) The Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) will not exceed the lesser of: (A) the remainder of: : (1) the Available Commitment as of such date; minusminus (2) the Dollar Equivalent of the Principal Obligations (excluding the Letter of Credit Liability) as of such date; and (B) the Letter of Credit Sublimit on such date; and (iii) Other than as disclosed to the Administrative Agent in writing, the Borrowers have no knowledge or reason to believe any Investor would be entitled to exercise an excuse or exemption right under the Constituent Documents of the applicable Credit Party or its Subscription Agreement or Side Letter with respect to any Investment which is related to the applicable Letter of Credit (or is otherwise not participating in such Investment); provided, that if the Borrowers have disclosed a potential excuse or exemption right or other non- participation to the Administrative Agent in writing, the excused portion of the applicable Investor’s Unfunded Capital Commitment shall be excluded from the calculation of the Available Commitment with respect to the applicable Letter of Credit, but the Borrowers shall not be prohibited from having the applicable Letter of Credit issued upon satisfaction of the other conditions therefor.

Request for Letter of Credit. Each request for a Letter of Credit (a “Request for Letter of Credit”) shall be submitted to the Administrative Agent and the Letter of Credit Issuer by the applicable Borrower(s), in substantially in the form attached hereto as of Exhibit F hereto (with blanks appropriately completed in conformity herewith) ), together with a Letter of Credit Application and a Borrowing Base Certificate, for the Letter of Credit Issuer, on or before 2:00 p.m. 11:00 a.m. at least two three (23) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office of the Letter of Credit Issuer in the United States) or five (5) Business Days prior to the requested date of issuance Credit. The Administrative Agent shall notify each Lender of such Letter of Credit (in the case of an issuance by a local branch office (if any) of the Letter of Credit Issuer outside of the United States), including (A) a confirmation that such Letter of Credit will be secured (either directly or indirectly) by a first priority, exclusive security interest and Lien, granted to the Administrative Agent, for the benefit of the Secured Parties, in and on the applicable Collateral, subject only to Permitted Liens and (B) a schedule indicating how the Principal Obligations will be allocated among the Borrowers after giving effect to such Letter of Credit issuance. No Request for Letter of Credit shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by and the information and other documents required to be delivered in accordance with this Sectionterms of the requested Letter of Credit. Upon each such application, the applicable Borrower(s) Borrowers shall be deemed to have automatically made to the Administrative Agent, each Lender, and the Letter of Credit Issuer the following representations and warranties: (i) As as of the date of the issuance of the Letter of Credit requested, the representations and warranties set forth herein and in the other Loan Documents (other than those set forth in Section 7.8 hereof which shall be replaced with the condition in Section 6.2(b) hereof) are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) on and as of the date of such issuance, with the same force 51 US-DOCS\106247413.1 and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed in writing to the Lenders and do not constitute an Event of Default or a Material Potential Default to the extent such representations and warranties expressly relate to an earlier or specific date) and all other conditions (other than the qualification that any condition is satisfactory to the Administrative Agent or its counsel) specified in Sections 6.1 (with respect to the initial extension of credit under this Credit Agreement) and 6.2 have been satisfied); (ii) The as of the date of the issuance of the Letter of Credit requested, the Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) will not exceed the lesser of: (A) the remainder of: (1) the Available Commitment as of such date, and the Dollar Equivalent of the Letter of Credit Liability will not exceed the Letter of Credit Sublimit; (iii) as of the date of the issuance of the Letter of Credit requested, the Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) for Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit; minusand (iv) all conditions precedent in Section 6.2 for the issuance of such Letter of Credit will be satisfied or waived by the Lenders as of the date of such issuance.

Request for Letter of Credit. Each request for a Letter of Credit (a “Request for Letter of Credit”) shall be submitted to the Administrative Agent and the USActive 58236919.3 Letter of Credit Issuer by the applicable Borrower(s), substantially in the form attached hereto as Exhibit F (with blanks appropriately completed in conformity herewith) on or before 2:00 p.m. at least two (2) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office of the Letter of Credit Issuer in the United States) or five (5) Business Days prior to the requested date of issuance of such Letter of Credit (in the case of an issuance by a local branch office (if any) of the Letter of Credit Issuer outside of the United States), including (A) a confirmation that such Letter of Credit will be secured (either directly or indirectly) by a first priority, exclusive security interest and LienXxxx, granted to the Administrative Agent, for the benefit of the Secured Parties, in and on the applicable Collateral, subject only to Permitted Liens and (B) a schedule indicating how the Principal Obligations will be allocated among the Borrowers after giving effect to such Letter of Credit issuance. No Request for Letter of Credit shall be valid hereunder for any purpose unless it shall have been accompanied or preceded by the information and other documents required to be delivered in accordance with this Section. Upon each such application, the applicable Borrower(s) shall be deemed to have automatically made to the Administrative Agent, each Lender, and the Letter of Credit Issuer the following representations and warranties: (i) As of the date of the issuance of the Letter of Credit requested, the representations and warranties set forth herein and in the other Loan Documents (other than those set forth in Section 7.8 hereof which shall be replaced with the condition in Section 6.2(b) hereof) are true and correct in all material respects on and as of the date of such issuance, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed in writing to the Lenders and do not constitute an Event of Default or a Material Potential Default to the extent such representations and warranties relate to an earlier or specific date) and all other conditions (other than the qualification that any condition is satisfactory to the Administrative Agent or its counsel) specified in Sections 6.1 (with respect to the initial extension of credit under this Credit Agreement) and 6.2 have been satisfied; (ii) The Letter of Credit Liability (after giving effect to the issuance of the requested Letter of Credit) will not exceed the lesser of: (A) the remainder of: (1) the Available Commitment as of such date; minusminus (2) the Dollar Equivalent of the Principal Obligations (excluding the Letter of Credit Liability) as of such date; and (B) the Letter of Credit Sublimit on such date; and (iii) Other than as disclosed to the Administrative Agent in writing, the Borrowers have no knowledge or reason to believe any Investor would be entitled to exercise an excuse or exemption right under the Constituent Documents of the applicable Credit Party or its Subscription Agreement or Side Letter with respect to any Investment which is related to the applicable Letter of Credit (or is otherwise not participating in such Investment); provided, that if the Borrowers have disclosed a potential excuse or exemption right or other non-participation to the Administrative Agent in writing, the excused portion of the applicable Investor’s Unfunded Capital Commitment shall be excluded from the calculation USActive 58236919.3 of the Available Commitment with respect to the applicable Letter of Credit, but the Borrowers shall not be prohibited from having the applicable Letter of Credit issued upon satisfaction of the other conditions therefor.