Example ContractsClausesprocedure for issuance of letters of creditVariants
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Subject to the terms and conditions of this Agreement (including without limitation the provisions of [Article III] and this [Section 2.10(a)]), upon the request of Borrower made in accordance herewith not later than seven (7) days before the Maturity Date, the Issuing Lender shall issue letters of credit denominated in Dollars for the account of Borrower and, if requested by Borrower, for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subject to the provisions of [Section 2.1(a)(iii)], the Issuing Lender shall amend, renew or extend any Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by any of the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in [Exhibit R-11]1]] attached hereto) and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its sole and absolute discretion and shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit such Letter of Credit shall be issued in the event that Borrower requests that the issuing Lender issue a Letter of Credit for the benefit of one of its Affiliates, and # such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It is hereby acknowledged that the Issuing Lender shall have no obligation to issue a Letter of Credit # if, after giving effect to the issuance of such requested Letter of Credit, # the Letter of Credit Usage would exceed , # the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amount of the Revolving Credit Facility Usage, or # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then current Letter of Credit Usage and Lender’s Pro Rata Share thereof.

Subject to the terms and conditions of this Agreement (including without limitation the provisions of [Article III] and this [Section 2.10(a)]),Agreement, upon the request of BorrowerBorrowers made in accordance herewith not later than seven (7) days beforeherewith, and prior to the Maturity Date, the Issuing Lender shallBank agrees to issue lettersa requested Letter of credit denominated in DollarsCredit for the account of Borrower and, if requested by Borrower,Borrowers. By submitting a request to Issuing Bank for the benefitissuance of onea Letter of its Affiliates (each, a “Letter of Credit”), and, subjectCredit, Borrowers shall be deemed to have requested that Issuing Bank issue the provisions of [Section 2.1(a)(iii)], the Issuing Lender shall amend, renew or extend anyrequested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable and shall be made in writing by any of the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in [Exhibit R-11]1]] attached hereto)an Authorized Person and delivered to the Issuing Lender and AgentBank via hand delivery, telefacsimile,telefacsimile or other electronic method of transmission reasonably acceptable to Issuing Bank and reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender in its soleBank and absolute discretion and# shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the proposed expiration date of such Letter of Credit, # the name and address of the beneficiary thereof, #of the identity of Borrower’s Affiliate for whose benefit such Letter of Credit shall be issued in the event that Borrower requests that the issuing Lender issue a Letter of Credit for the benefit of one of its Affiliates,Credit, and # such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It is hereby acknowledged that theCredit, and # shall be accompanied by such Issuer Documents as Agent or Issuing Lender shall have no obligation to issue a Letter of Credit # if, after giving effectBank may reasonably request or require, to the issuance ofextent that such requested Letter of Credit, #requests or requirements are consistent with the Letter of Credit Usage would exceed , # the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amount of the Revolving Credit Facility Usage, or # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting have been assumed by a LenderIssuer Documents that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of creditBank generally or such Letterrequests for Letters of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if the issuance of such Letter of Credit would violate one or more policiessimilar circumstances. Bank’s records of the Issuing Lender applicable to letterscontent of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then current Letter of Credit Usage and Lender’s Pro Rata Share thereof.any such request will be conclusive absent manifest error.

Subject to the terms and conditions of this Agreement (including without limitation the provisions of [Article III] and this [Section 2.10(a)]), upon the

To request of Borrower made in accordance herewith not later than seven (7) days before the Maturity Date, the Issuing Lender shall issue letters of credit denominated in Dollars for the account of Borrower and, if requested by Borrower, for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subject to the provisions of [Section 2.1(a)(iii)], the Issuing Lender shall amend, renew or extend any Letter of Credit. Each request for the issuance of a Letter of Credit, or theCredit (or any amendment, renewal,renewal or extension of anyan outstanding Letter of Credit,Credit), the Borrower shall be made in writing by any ofgive the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in [Exhibit R-11]1]] attached hereto)applicable Issuing Bank and deliveredthe Administrative Agent irrevocable written notice at least three (3) Business Days prior to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such requestissuance specifying the date (which shall be in form and substance satisfactorya Business Day) such Letter of Credit is to be issued (or amended, renewed or extended, as the Issuing Lender in its sole and absolute discretion and shall specify #case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefitwhether such Letter of Credit shall be issued inon the event thataccount of the Borrower requests that the issuing Lender issueor a Letter of Credit for the benefit of one of its Affiliates,Subsidiary, and # such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,renew or extend such Letter of Credit. It is hereby acknowledged that the Issuing Lender shall have no obligation to issue a Letter of Credit # if, after giving effectIn addition to the issuance of such requested Letter of Credit, # the Letter of Credit Usage would exceed , # the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amountsatisfaction of the Revolving Credit Facility Usage, or # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Creditconditions in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if[Article III], the issuance of such Letter of Credit would violate one or more policies(or any amendment which increases the amount of such Letter of Credit) will be subject to the Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then currentfurther conditions that such Letter of Credit Usageshall be in such form and Lender’s Pro Rata Share thereof.contain such terms as the applicable Issuing Bank shall approve and that the Borrower and/or the applicable Subsidiary shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the applicable Issuing Bank shall reasonably require; provided that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.

Subject to the terms and conditions set forth herein, # the L/C Issuer agrees, in reliance upon the agreements of this Agreement (including without limitation the provisions of [Article III] and set forth in this [Section 2.10(a)])03], upon# from time to time on any Business Day during the requestperiod from the Closing Date until the Letter of Borrower made in accordance herewith not later than seven (7) days before the MaturityCredit Expiration Date, the Issuing Lender shallto issue lettersLetters of credit denominated in DollarsCredit for the account of Borrower and, if requestedthe Borrower, and to amend or extend Letters of Credit previously issued by Borrower,it, in accordance with subsection # below, and # to honor drawings under the Letters of Credit; and # the severally agree to participate in Letters of Credit issued for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subject to the provisions of [Section 2.1(a)(iii)], the Issuing Lender shall amend, renew or extend any Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by anyaccount of the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in [Exhibit R-11]1]] attached hereto)Borrower and deliveredany drawings thereunder; provided that after giving effect to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactoryany L/C Credit Extension with respect to the Issuing Lender in its sole and absolute discretion and shall specify # the amount of suchany Letter of Credit, # the dateTotal Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, # the Revolving Credit Exposure of issuance, amendment, renewal, or extensionany Lender shall not exceed such Lender’s Revolving Commitment, and # the Outstanding Amount of suchthe L/C Obligations shall not exceed the Letter of Credit, #Credit Sublimit. Each request by the expirationBorrower for the issuance or amendment of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit sucha Letter of Credit shall be issueddeemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the event that Borrower requests thatproviso to the issuing Lender issue a Letterpreceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit forshall be fully revolving, and accordingly the benefit of one of its Affiliates, and # such other information (including, inBorrower may, during the case of an amendment, renewal, or extension, identification of the outstanding Letterforegoing period, obtain Letters of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It is hereby acknowledged that the Issuing Lender shall have no obligation to issue a Letterreplace Letters of Credit # if, after giving effect to the issuance of such requested Letter of Credit, # the Letter of Credit Usage would exceed , # the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amount of the Revolving Credit Facility Usage,that have expired or # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting that have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall imposedrawn upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then current Letter of Credit Usage and Lender’s Pro Rata Share thereof.reimbursed.

Subject to the terms and conditionsTerms of this Agreement (including without limitation the provisionsLetters of Article III and this Section 2.10(a)), upon the requestCredit. Each Letter of Borrower made in accordance herewith not later than seven (7) days before the Maturity Date, the Issuing LenderCredit shall issue letters of credit# be denominated in Dollars forin a minimum amount of , (or such lesser amount as agreed to by the account of Borrower and, if requested by Borrower, for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subject to the provisions of Section 2.1(a)(iii), the Issuing Lender shall amend, renew or extend any Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by any of the individuals identified on Exhibit R-11] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in Exhibit R-11] attached hereto) and delivered to theapplicable Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requestedAdministrative Agent), # expire on a date no more than twelve (12) months after the date of issuance, amendment, renewal,issuance or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its sole and absolute discretion and shall specify # the amountlast renewal of such Letter of Credit, #Credit (subject to automatic renewal for additional one (1) year periods (but not to a date later than the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit such Letter of Credit shall be issued in the event that Borrower requests that the issuing Lender issue a Letter of Credit for the benefit of one of its Affiliates, and # such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It is hereby acknowledged that the Issuing Lender shall have no obligation to issue a Letter of Credit # if, after giving effectset forth below) pursuant to the issuanceterms of such requested Letter of Credit, # the Letter of Credit Usage would exceed $25,000,000, #Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date. No Issuing Lender shall at any time be obligated to issue any Letter of Credit Usage would exceed the Maximum Revolver Amount less the amount of the Revolving Credit Facility Usage, orhereunder if # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain thesuch Issuing Lender from issuing such Letter of Credit, or any lawApplicable Law applicable to thesuch Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over thesuch Issuing Lender shall prohibit, or request that thesuch Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon thesuch Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction,restriction or reserve or capital requirement (for which thesuch Issuing Lender is not otherwise compensated hereunder)compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense whichthat was not applicable onapplicable, in effect or known to such Issuing Lender as of the Closing Date and which thethat such Issuing Lender in good faith deems material to it, or # ifthe conditions set forth in [Section 6.2] are not satisfied, # the issuance of such Letter of Credit would violate one or more policies of thesuch Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forthgenerally or # the then currentbeneficiary of such Letter of Credit Usageis a Sanctioned Person. References herein to “issue” and Lender’s Pro Rata Share thereof.derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

#Subject to the terms and conditions of this Agreement (including without limitation the provisions of Article III and this Section 2.10(a)), upon the request of Borrower made in accordance herewith not later than seven (7) days before the Maturity Date,hereof, the Issuing Lender shallLender, in reliance on the agreements of the other Revolving Credit set forth in [Section 3.4(a)], agrees to issue letters of credit denominated in Dollars(“Letters of Credit”) for the account of the Borrower and, if requestedon any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by Borrower, for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subject to the provisions of Section 2.1(a)(iii), the Issuing Lender shall amend, renew or extend any Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by any of the individuals identified on Exhibit R-11] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in Exhibit R-11] attached hereto) and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its sole and absolute discretion and shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit such Letter of Credit shall be issued in the event that Borrower requests that the issuing Lender issue a Letter of Credit for the benefit of one of its Affiliates, and # such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It is hereby acknowledgedLender; provided that the Issuing Lender shall have no obligation to issue aany Letter of Credit # if, after giving effect to such issuance, # the issuanceL/C Obligations would exceed the L/C Commitment or # the aggregate amount of such requestedthe Available Revolving Credit Commitments would be less than zero. Each Letter of Credit,Credit shall # be denominated in Dollars, AUD, Euro, Sterling or any other currency agreed to by the Administrative Agent and the applicable Issuing Lender and # expire no later than the earlier of # the first anniversary of its date of issuance unless consented to by the Issuing Lender and # the Letter of Credit Usage would exceed $25,000,000, #Expiration Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in [clause (y) above] unless the Borrower agrees to Cash Collateralize or backstop or provide other credit support for such Letter of Credit prior to the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amount of the Revolving Credit Facility Usage, or # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the isExpiration Date in a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicablemanner reasonably acceptable to the applicable Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then current Letter of Credit Usage and Lender’s Pro Rata Share thereof.Lender).

Subject

Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the termsIssuing Bank and conditions of this Agreement (including without limitation the provisions of [Article III] and this [Section 2.10(a)]), upon the request of Borrower madeAdministrative Agent (reasonably in accordance herewith not lateradvance of, but in any event no less than seven (7) days before the Maturity Date, the Issuing Lender shall issue letters of credit denominated in Dollars for the account of Borrower and, if requested by Borrower, for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subjectthree (3) Business Days prior to the provisionsrequested date of [Section 2.1(a)(iii)], the Issuing Lender shall amend, renewissuance, amendment, renewal or extend any Letter of Credit. Each request forextension) a notice requesting the issuance of a Letter of Credit, or identifying the amendment, renewal, or extension of any outstanding Letter of Credit, shallCredit to be made in writing by any ofamended, renewed or extended, and specifying the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in [Exhibit R-11]1]] attached hereto) and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal,renewal or extension. Each such requestextension (which shall be in form and substance satisfactorya Business Day), the date on which such Letter of Credit is to the Issuing Lender in its sole and absolute discretion andexpire (which shall specifycomply with paragraph # of this Section), the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit such Letter of Credit shall be issued in the event that Borrower requests that the issuing Lender issue a Letter of Credit for the benefit of one of its Affiliates,thereof and # such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,renew or extend such Letter of Credit. It is hereby acknowledged thatIf requested by the Issuing LenderBank, the applicable Borrower also shall have no obligation to issuesubmit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit # if,shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to the issuance of such requested Letter of Credit,issuance, amendment, renewal or extension # the Letter of Credit Usage wouldaggregate LC Exposure shall not exceed , # the aggregate Standby LC Exposure shall not exceed , # the aggregate Commercial LC Exposure shall not exceed , # no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and # the Aggregate Revolving Exposure shall not exceed the lesser of the Aggregate Revolving Commitment and the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit Usageif, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the Maximum Revolver Amount lessforegoing and without affecting the amountlimitations contained herein, it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the Revolving Credit Facility Usage, or # thetime of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Usage would exceed the Borrowing Base at such time less the amountso issued by an Issuing Bank in excess of the Revolving Credit Facility Usage, # at any time when one or more of the isits individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decreefor all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain theother Issuing Lender from issuing such Letter of Credit, or any law applicableBank, subject to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effectlimitations on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lenderaggregate LC Exposure set forth in good faith deems material to it, or # if the issuance_clause (i) of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then current Letter of Credit Usage and Lender’s Pro Rata Share thereof.this Section 2.06(b)_.

General. Subject to the terms and conditions set forth herein (including [Section 2.22]), each Issuing Bank that is so requested by a Borrower agrees, in reliance upon the agreement of the Revolving Lenders set forth in this [Section 2.05], to issue Letters of Credit denominated in dollars for any Borrower’s own account (or for the account of any Subsidiary so long as a Borrower and such other Subsidiary are co-applicants and jointly and severally liable in respect of such Letter of Credit), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, which shall reflect the standard internal policies and operating procedures of such Issuing Bank, at any time and from time to time during the Revolving Availability Period and prior to the fifth Business Day prior to the Revolving Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement (including without limitationand the provisionsterms and conditions of [Article III] and this [Section 2.10(a)]), upon the requestany form of Borrower made in accordance herewith not later than seven (7) days before the Maturity Date, the Issuing Lender shall issue lettersletter of credit denominated in Dollars forapplication or other agreement submitted by the account of Borrower and, if requestedBorrowers to, or entered into by Borrower, for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subjectBorrowers with, any Issuing Bank relating to the provisions of [Section 2.1(a)(iii)], the Issuing Lender shall amend, renew or extend any Letter of Credit. Each request forCredit, the issuanceterms and conditions of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit,this Agreement shall be made in writing by any of the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in [Exhibit R-11]1]] attached hereto) and deliveredcontrol. Subject to the Issuing Lenderterms and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance ofconditions hereof, the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactoryBorrowers’ ability to the Issuing Lender in its sole and absolute discretion and shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit such Letterobtain Letters of Credit shall be issued infully revolving, and accordingly the event that Borrower requests thatBorrowers may, during the issuing Lender issue a Letter of Credit for the benefit of one of its Affiliates, and # such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letterforegoing period, obtain Letters of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It is hereby acknowledged that the Issuing Lender shall have no obligation to issue a Letterreplace Letters of Credit # if, after giving effect to the issuance of such requested Letter of Credit, # the Letter of Credit Usage would exceed , # the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amount of the Revolving Credit Facility Usage,that have expired (without any drawing having been made thereunder that has not been rejected or # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when onehonored) or more of the is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting that have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall imposedrawn upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then current Letter of Credit Usage and Lender’s Pro Rata Share thereof.reimbursed.

Subject

During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to [[subsections (d) and (e)])]])] of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary Loan Party (which may be for the benefit of any Subsidiary or Associated Practice) (as specified by the Borrower in the request for such Letter of Credit) on the terms and conditions of this Agreement (including without limitation the provisions of [Article III] and this [Section 2.10(a)]), upon the request of Borrower made in accordance herewith not later than seven (7) days before the Maturity Date, the Issuing Lender shall issue letters of credit denominated in Dollars for the account of Borrower and, if requested by Borrower, for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subject to the provisions of [Section 2.1(a)(iii)], the Issuing Lender shall amend, renew or extend any Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by any of the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all ashereinafter set forth in further detail in [Exhibit R-11]1]] attached hereto) and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its sole and absolute discretion and shall specifyforth; provided that # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit sucheach Letter of Credit shall be issued inexpire on the event that Borrower requests that the issuing Lender issue a Letterearlier of Credit for the benefit of one of its Affiliates, and # such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It is hereby acknowledged that the Issuing Lender shall have no obligation to issue a Letter of Credit # if, after giving effect to the issuance of such requested Letter of Credit, # the Letterdate one year after the date of Credit Usage would exceed , # the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amount of the Revolving Credit Facility Usage, or # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if the issuance of such Letter of Credit would violate(or, in the case of any renewal or extension thereof, one year after such renewal or more policies ofextension) and # the Issuing Lender applicabledate that is five (5) Business Days prior to letters of credit generally. Agent shall provide a report tothe Revolving Commitment Termination Date; # each Lender on a quarterly basis setting forth the then current Letter of Credit Usageshall be in a stated amount to be mutually agreed between the Borrower and the applicable Issuing Bank; and # the Borrower may not request any Letter of Credit if, after giving effect to such issuance, # the aggregate LC Exposure would exceed the LC Commitment or # the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount and # the Borrower shall not request, and no Issuing Bank shall have an obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (AA) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (BB) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The Borrower hereby acknowledges and agrees that the Existing Letters of Credit are deemed to be issued by the applicable Issuing Bank, as an Issuing Bank hereunder, for the account of the Borrower. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share thereof.of the aggregate amount available to be drawn under such Letter of Credit # on the Closing Date with respect to all Existing Letters of Credit and # on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Subject to the terms and conditions set forth herein, # each Issuing Bank agrees, in reliance upon the agreements of this Agreement (including without limitation the provisions of [Article III] andRevolving Lenders set forth in this [Section 2.10(a)])04], upon# from time to time on any Business Day during the requestRevolving Commitment Period on or prior to the fifth Business Day prior to the Revolving Commitment Termination Date, to issue Letters of Borrower made in accordance herewith not later than seven (7) days before the Maturity Date, the Issuing Lender shall issue letters of credit denominated in DollarsCredit for the account of Borrower and, ifthe , subject to satisfactory receipt of such information and documentation reasonably requested by Borrower,the Administrative or any in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, or a Restricted Subsidiary (provided that any Letter of Credit issued for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subject to the provisions of [Section 2.1(a)(iii)], the Issuing Lenderany Restricted Subsidiary shall amend, renew or extend any Letter of Credit. Each requestbe issued for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by anyaccount of the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in [Exhibit R-11]1]] attached hereto) and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its sole and absolute discretion and shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit but such Letter of Credit shall beindicate that it is being issued in the event that Borrower requests that the issuing Lender issue a Letter of Credit for the benefit of onesuch Restricted Subsidiary) and to amend, renew or extend Letters of its Affiliates,Credit previously issued by it, in accordance with [Section 2.04(b) and (2)])] to honor drawings under the Letters of Credit; and # the Revolving Lenders severally agree to participate in such other information (including, inLetters of Credit and any drawings thereunder; provided that the case of an amendment, renewal, or extension, identification of the outstandingIssuing Banks shall not be obligated to make any Letter of Credit to be so amended, renewed, or extended)Extension if, as shall be necessary to prepare, amend, renew, or extendof the date of such Letter of Credit. It is hereby acknowledged that the Issuing Lender shall have no obligation to issue a Letter of Credit # if, after giving effect to the issuance of such requested Letter of Credit,Extension, # the LetterTotal Utilization of Credit UsageRevolving Commitments would exceed ,the Revolving Commitments, # the Total Utilization of Revolving Commitments of any Revolving , would exceed such ’s Revolving Commitment, # the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amountLetter of the Revolving Credit Facility Usage,Sublimit or # the Letter of Credit Usage with respect to Letters of Credit issued by such Issuing Bank would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ’ Revolver Commitments or # such Defaulting Lender’Issuing Bank’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decreePercentage of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose uponSublimit. Within the Issuing Lender with respectforegoing limits, and subject to such Letterthe terms and conditions hereof, the ’s ability to obtain Letters of Credit any restriction, reserve or capital requirement (for whichshall be fully revolving, and accordingly the Issuing Lender is not otherwise compensated hereunder) not in effect on may, during the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if the issuance of such Letterforegoing period, obtain Letters of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then current Letterreplace Letters of Credit Usagethat have expired or that have been drawn upon and Lender’s Pro Rata Share thereof.reimbursed.

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