The extension or renewal of any Letter of Credit shall be deemed to be an issuance of such Letter of Credit, and if the Borrower so requests in any applicable Notice of Issuance, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lender (each, an “Auto-Extension Letter of Credit”); provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period. The Borrower shall not be required to give the Issuing Lender a Notice of Issuance for any such extension. Notwithstanding the foregoing, in no event will a Letter of Credit expire (including pursuant to a renewal or extension thereof) on a date later than the Letter of Credit Termination Date, unless all the Lenders have approved such expiry date.

If the Borrower so requests in any applicable NoticeLetter of Issuance,Credit Issuance Request, the Issuing Lender may, in its sole discretion,relevant L/C Issuer shall agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lenderthat has automatic extension provisions (each, an “Auto-“Auto-Extension Letter of Credit”Credit”); provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit must permit the Issuing Lenderrelevant L/C Issuer to prevent any such extension at least once in each twelve-twelve month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension)Credit) by giving prior notice to the beneficiary thereof not later than a number of days (the “Non-Extension Notice Date”) prior to the last day in eachof such twelve-twelve month period. Theperiod to be agreed upon by the relevant L/C Issuer and the Borrower at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to givemake a specific request to the Issuing Lender a Notice of Issuancerelevant L/C Issuer for any such extension. Notwithstanding the foregoing, in no event will aOnce an Auto-Extension Letter of Credit expire (including pursuanthas been issued, the applicable ​ shall be deemed to a renewal orhave authorized (but may not require) the relevant L/C Issuer to permit the extension thereof) on aof such Letter of Credit at any time to an expiry date not later than the Letter of Credit Termination Date, unless allExpiration Date; provided that the Lendersrelevant L/C Issuer shall not permit any such extension if # the relevant L/C Issuer has determined that it would have approvedno obligation at such expiry date.time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of ‎[Section 2.03(a)(ii)] or otherwise), or # it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in ‎[Section 4.02] is not then satisfied.

The extension or renewal of any Letter of Credit shall be deemed to be an issuance of such Letter of Credit, and if the Borrower so requests in any applicable Notice of Issuance, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit containingcontains a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lender (each, an “Auto-Extension Letter of Credit”); provided thatLender, the Issuing Lender shall timely give such notice of termination unless it has theretofore timely received a Notice of Issuance and the other conditions to issuance of a Letter of Credit have also theretofore been met with respect to such extension; provided further, any such Auto-Extensionextension. No Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the dateshall have a term of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension) by giving prior notice to the beneficiary thereof not latermore than a day in each such twelve-month period. The Borrower shall not be required to give the Issuing Lender a Notice of Issuance for any such extension. Notwithstanding the foregoing, in no event willtwelve months; provided that a Letter of Credit expire (includingmay contain a provision pursuant to which it is deemed to be extended on an annual basis unless notice of termination is given by the Issuing Lender; provided, further that no Letter of Credit shall have a renewalterm extending or extension thereof) on a date later thanbe so extendible beyond the Letter of Credit Termination Date, unless all the Lenders have approved such expiry date.Date.

If Borrower so requests in any applicable NoticeLetter of Issuance, the Issuing LenderCredit Application, L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lender (each, an “Auto-Auto-Extension Letter of Credit”);Credit; provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit must permit the Issuing Lender​ Issuer to prevent any such extension at least once in each twelve-monthtwelve (12) -month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension)Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12) month period. Theperiod to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by L/C Issuer, Borrower shall not be required to give the Issuing Lendermake a Notice of Issuancespecific request to L/C Issuer for any such extension. Notwithstanding the foregoing, in no event will aOnce an Auto-Extension Letter of Credit expire (including pursuanthas been issued, Lenders shall be deemed to a renewal orhave authorized (but may not require) L/C Issuer to permit the extension thereof) on aof such Letter of Credit at any time to an expiry date not later than the Letter of Credit Termination Date, unless allExpiration Date; provided, however, that L/C Issuer shall not permit any such extension (and the terms of the Auto-Extension Letter of Credit may permit ​ Issuer to refuse to extend such Letter of Credit) if # L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of [[clause (ii) or (iii) of Section 2.2(a)])]] or otherwise), or # it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date # from Administrative Agent that Required Revolving Credit Lenders have approvedelected not to permit such expiry date.extension or # from Administrative Agent, any Revolving Credit Lender or Borrower that one or more of the applicable conditions specified in [Section 5.2] is not then satisfied, and in each such case directing L/C Issuer not to permit such extension.

If the Borrower so requests in any applicable NoticeLetter of Issuance,Credit Application, the Issuing LenderL/C Issuer may, in its sole discretion, agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lenderthat has automatic extension provisions (each, an “Auto-“Auto-Extension Letter of Credit”Credit”); provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit must permit the Issuing LenderL/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension)Credit) by giving prior notice to the beneficiary thereof and the Borrower not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period. Theperiod to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to givemake a specific request to the Issuing Lender a Notice of IssuanceL/C Issuer for any such extension. Notwithstanding the foregoing, in no event will aOnce an Auto-Extension Letter of Credit expire (including pursuanthas been issued, the Revolving Credit Lenders shall be deemed to a renewal orhave authorized (but may not require) the L/C Issuer to permit the extension thereof) on aof such Letter of Credit at any time to an expiry date not later than the Letter of Credit Termination Date, unless allExpiration Date; provided, however, that the L/C Issuer shall not permit any such extension if # the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of [[clauses (ii) or (iii) of Section 2.03(a)2.03(a)])]] or otherwise), or # it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date # from the Administrative Agent that the Required Revolving Lenders have approvedelected not to permit such expiry date.extension or # from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in [Section 4.02] is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

If a Borrower so requests in any applicable NoticeLetter of Issuance,Credit Application, the Issuing Lenderapplicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lenderthat has automatic extension provisions (each, an “Auto-“Auto-Extension Letter of Credit”Credit”); provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit must permit the Issuing Lendersuch L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension)Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period. Theperiod to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not be required to give the Issuing Lendermake a Notice of Issuancespecific request to such L/C Issuer for any such extension. Notwithstanding the foregoing, in no event will aOnce an Auto-Extension Letter of Credit expire (including pursuanthas been issued, the Lenders shall be deemed to a renewal orhave authorized (but may not require) the applicable L/C Issuer to permit the extension thereof) on aof such Letter of Credit at any time up to an expiry date not later than the Maturity Date; provided, however, that such L/C Issuer shall not permit any such extension if # such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit Termination Date, unless allin its revised form (as extended) under the terms hereof (by reason of the provisions of [[clause (iii) or (iv) of Section 2.03(a)])]] or otherwise), or # it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date # from the applicable Administrative Agent that the Required Lenders have approvedelected not to permit such expiry date.extension or # from the applicable Administrative Agent, any Lender or the applicable Borrower that one or more of the applicable conditions specified in [Section 5.02] is not then satisfied, and in each case directing such L/C Issuer not to permit such extension.

If Borrower so requests in any applicable NoticeLetter of Issuance, the Issuing LenderCredit Application, L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lender (each, an “Auto-Auto-Extension Letter of Credit”);Credit; provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit must permit the Issuing Lender​ Issuer to prevent any such extension at least once in each twelve-monthtwelve (12) -month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension)Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-twelve (12) month period. Theperiod to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by L/C Issuer, Borrower shall not be required to give the Issuing Lendermake a Notice of Issuancespecific request to L/C Issuer for any such extension. Notwithstanding the foregoing, in no event will aOnce an Auto-Extension Letter of Credit expire (including pursuanthas been issued, Lenders shall be deemed to a renewal orhave authorized (but may not require) L/C Issuer to permit the extension thereof) on aof such Letter of Credit at any time to an expiry date not later than the Letter of Credit Termination Date, unless allExpiration Date; provided, however, that L/C Issuer shall not permit any such extension (and the Lenders have approved such expiry date.terms of the Auto-Extension Letter of Credit may

If the Borrower so requests in any applicable NoticeLetter of Issuance,Credit Application (or the Issuing Lenderamendment of an outstanding Letter of Credit), the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lenderthat has automatic extension provisions (each, an “Auto-“Auto-Extension Letter of Credit”Credit”); provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit mustshall permit the Issuing LenderL/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension)Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period. Theperiod to be agreed upon by the Borrower and the L/C Issuer at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to givemake a specific request to the Issuing Lender a Notice of IssuanceL/C Issuer for any such extension. Notwithstanding the foregoing, in no event will aOnce an Auto-Extension Letter of Credit expire (including pursuanthas been issued, the Revolving Lenders shall be deemed to a renewal orhave authorized (but may not require) the L/C Issuer to permit the extension thereof) on aof such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to [Section 2.03(d)]; provided, that the L/C Issuer shall not # permit any such extension if # the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit Termination Date, unless allin its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date) or # it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Revolving Lenders have approvedelected not to permit such expiry date.extension or # be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions set forth in [Section 4.02] is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

If any Letter of Credit shall be deemed to be an issuance of such Letter of Credit, and if the Borrower so requests in any applicable NoticeLetter of Issuance,Credit Application (or the Issuing Lenderamendment of an outstanding Letter of Credit), the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lenderthat has automatic extension provisions (each, an “Auto-“Auto-Extension Letter of Credit”Credit”); provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit mustshall permit the Issuing Lendersuch L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension)Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period. Theperiod to be agreed upon by the applicable Borrower and the applicable L/C Issuer at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not be required to give the Issuing Lendermake a Notice of Issuancespecific request to such L/C Issuer for any such extension. Notwithstanding the foregoing, in no event will aOnce an Auto-Extension Letter of Credit expire (including pursuanthas been issued, the Lenders shall be deemed to a renewal orhave authorized (but may not require) the applicable L/C Issuer to permit the extension thereof) on aof such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to [Section 2.03(d)]; provided that such L/C Issuer shall not # permit any such extension if # such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit Termination Date, unless allin its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current expiration date) or # it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have approvedelected not to permit such expiry date.extension or # be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the applicable Borrower that one or more of the applicable conditions set forth in [Section 4.02] is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

If any Letter of Credit shall be deemed to be an issuance of such Letter of Credit, and if the Borrower so requests in any applicable NoticeLetter of Issuance,Credit Application (or the Issuing Lenderamendment of an outstanding Letter of Credit), the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit containing a provision pursuant to which it is deemed to be extended unless notice of termination is given by the Issuing Lenderthat has automatic extension provisions (each, an “Auto-“Auto-Extension Letter of Credit”Credit”); provided that the Issuing Lender shall timely give such notice of termination unless the conditions to issuance of a Letter of Credit have theretofore been met with respect to such extension; provided further, any such Auto-Extension Letter of Credit mustshall permit the Issuing Lendersuch L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit or, in the case of any renewal or extension thereof, the date of such renewal or extension)Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period. Theperiod to be agreed upon by the applicable Borrower and the applicable L/C Issuer at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the applicable Borrower shall not be required to give the Issuing Lendermake a Notice of Issuancespecific request to such L/C Issuer for any such extension. Notwithstanding the foregoing, in no event will aOnce an Auto-Extension Letter of Credit expire (including pursuanthas been issued, the Lenders shall be deemed to a renewal orhave authorized (but may not require) the applicable L/C Issuer to permit the extension thereof) on aof such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to [Section 2.03(d)]; provided that such L/C Issuer shall not # permit any such extension if # such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit Termination Date, unless allin its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one year from the then-current expiration date) or # it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have approvedelected not to permit such expiry date.extension or # be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the applicable Borrower that one or more of the applicable conditions set forth in [Section 4.02] is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.