Common use of Amounts; Outside Expiration Date Clause in Contracts

Amounts; Outside Expiration Date. The Letter of Credit Issuers shall not have any obligation to issue any Letter of Credit at any time if (i) the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit would exceed the then-current Availability; or (iii) such Letter of Credit has an expiration date later than 12 months after the date of issuance (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C Commitment. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders shall be deemed to have authorized such Letter of Credit Issuer to permit extensions of such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent shall have received written notice from the Required Lenders declining to consent to any such extension at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may decline to consent to any such extension if all of the requirements of this Section 2.3 are met and no Default or Event of Default has occurred and is continuing.

Amounts; Outside Expiration Date. The Letter of Credit Issuers Agent shall not have any obligation to issue or cause to be issued any Letter of Credit at any time if the Equivalent Amount in Dollars of (i) the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (in each case including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; , (ii) the maximum undrawn amount of the requested Letter of Credit would exceed result in the then-current Availability; U.S. Availability being less than zero, (iii) such Letter of Credit would result in the Aggregate Revolver Outstandings exceeding the Maximum Revolver Amount or the Aggregate Pro Rata Revolver Outstandings exceeding the Maximum Pro Rata Revolver Amount or (iiiiv) such Letter of Credit has an expiration date later than 12 months after the date of issuance issuance, in the case of standby letters of credit (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer), which may provide for renewal for additional period or later than 180 days after the date of up to 12 months)issuance, in the case of documentary letters of credit; provided that in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date (except to the extent such cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C CommitmentIssuer). With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders shall be deemed to have authorized such Letter of Credit Issuer to permit extensions of such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent shall have received written notice from the Required Lenders declining to consent to any such extension at least thirty (30) 30 days prior to the Non-Extension Notice Date; provided that no Lender may decline to consent to any such extension if all of the requirements of this Section 2.3 2.4 are met and no Default or Event of Default has occurred and is continuing.

Amounts; Outside Expiration Date. The A Letter of Credit Issuers Issuer shall not have any obligation issue or cause to issue be issued any Letter of Credit at any time if if: (i) (x) in the case of a U.S. Letter of Credit, the maximum aggregate available Dollar Equivalent amount of the requested U.S. Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused U.S. Letter of Credit Subfacility at such time and (y) in the case of a Canadian Letter of Credit, the maximum available Dollar Equivalent amount of the requested Canadian Letter of Credit is greater than the Unused Canadian Letter of Credit Subfacility at such time; (ii) after giving effect to the maximum undrawn available Dollar Equivalent amount of the requested Letter of Credit and all commissions, fees, and charges due from the requesting Borrower in connection with the opening thereof (to the extent such commissions, fees and charges are not paid in cash prior to or at the time of the opening thereof) the Availability Conditions would exceed the then-current Availabilitynot be satisfied; or (iii) such Letter of Credit has an expiration date later on or after the Letter of Credit Maturity Date or more than 12 months after from the date of issuance (subject issuance; for the avoidance of doubt, this provision does not apply to customary evergreen any “evergreen” or automatic renewal provisions reasonably acceptable to provision; (iv) such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event shall any Letter of Credit will have an expiration date later than on or before the date that is five (5) Business Days prior to the Stated Termination Date or such later date to the extent Revolving Maturity Date, unless such Letter of Credit has been cash collateralized in an amount or backstopped on terms reasonably acceptable to be agreed with the applicable Letter of Credit Issuer (in which case, any participations of any U.S. Revolving Lender or backstopped with another letter Canadian Revolving Lender, as applicable, in undrawn Letters of credit for Credit shall expire on the Revolving Maturity Date; or (v) such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and Credit, when aggregated with the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum Dollar Equivalent amount of all other outstanding Letters of Credit issued by such Letter of Credit Issuer, would cause such Letter of Credit Issuer would to exceed its L/C CommitmentLetter of Credit Issuer LC Sublimit (it being understood that the Existing Letters of Credit issued by Xxxxx Fargo Bank, N.A. are not subject to such Letter of Credit Issuer LC Sublimit). With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the each applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders Lender shall be deemed to have authorized consented to any such Letter of Credit Issuer to permit extensions of extension or renewal unless any such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior Lender shall have provided to the Stated Termination Date, unless the applicable Administrative Agent shall have received written notice from the Required Lenders declining that it declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which the applicable Letter of Credit Issuer is entitled to decline to consent to any extend or renew such extension if Letter of Credit. If all of the requirements of this Section 2.3 2.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. The Letter of Credit Issuers Administrative Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if if: (i) the maximum aggregate face amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrower in connection with the opening thereof would exceed the then-current AvailabilityAvailability at such time; or (iii) such Letter of Credit has an expiration date later less than 12 months after the date of issuance (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days 30 days prior to the Stated Termination Date or such later more than 12 months from the date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter issuance for standby letters of credit and 180 days for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter documentary letters of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C Commitmentcredit. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders each Lender shall be deemed to have authorized consented to any such Letter of Credit Issuer to permit extensions of extension or renewal unless any such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent lender shall have received provided to The Administrative agent, written notice from the Required Lenders declining that it declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which the Letter of Credit Issuer is entitled to decline to consent to any such extension if extend or renew the Letter of Credit. If all of the requirements of this Section 2.3 1.4 are met and no Default or Event of Default has occurred and is continuing., no Lender shall decline to consent to any such extension or renewal. Other Conditions. In addition to conditions precedent contained in Article 8, the obligation of the Administrative Agent to issue or to cause to be issued any Letter of Credit or to provide credit support for any letter of credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Administrative Agent: The Borrower shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the Administrative Agent for the issuance of the Letter of Credit and such other documents as may be required pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the Administrative Agent and the Letter of Credit Issuer; and

Amounts; Outside Expiration Date. The Letter of Credit Issuers Issuer shall not have any obligation to issue any Letter of Credit at any time if if: (i) the maximum aggregate face amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed the then-current AvailabilityAvailability at such time; or (iii) such Letter of Credit has an expiration date later less than 30 days prior to the last day of the Original Term or more than 12 months after from the date of issuance for standby letters of credit and 180 days for documentary letters of credit; provided that such Letter of Credit may have an expiration date after the last day of the Original Term if (subject a) each of Agent and the Letter of Credit Issuer consent in writing prior to customary evergreen the issuance thereof, (b) all Letter of Credit obligations associated with any such Letter of Credit are Cash Collateralized or automatic renewal provisions reasonably acceptable otherwise supported in a manner satisfactory to Agent and the Letter of Credit Issuer on or prior to the last day of the Original Term and (c) except with respect to drawings made under such Letter of Credit on or prior to the last day of the Original Term, each Lender, other than the Letter of Credit Issuer, which may provide for renewal for additional period of up shall be released from its obligation to 12 months); provided that participate in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with on the applicable Letter last day of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C CommitmentOriginal Term. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders each Lender shall be deemed to have authorized consented to any such Letter of Credit Issuer to permit extensions of extension or renewal unless any such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent Lender shall have received provided to Agent, written notice from the Required Lenders declining that it declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which the Letter of Credit Issuer is entitled to decline to consent to any such extension if extend or renew the Letter of Credit. If all of the requirements of this Section 2.3 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. The Letter of Credit Issuers Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if if: (i) the maximum aggregate face amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the Aggregate Revolver Outstandings, after giving effect to the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof, would exceed the then-current AvailabilityBorrowing Base at such time; or (iii) such Letter of Credit has an expiration date later more than 12 twelve (12) months after from the date of issuance for standby letters of credit (subject to customary evergreen or, in the case of any standby letter of credit issued by an Affiliate of the Agent from a country other than the United States and if such Affiliate so agrees, an expiration date more than the earlier of twenty-four (24) months from the date of issuance or automatic renewal provisions reasonably acceptable to such the Stated Termination Date) and one hundred eighty (180) days for documentary letters of credit, or (iv) in the case of each requested Cash Collateralized Letter of Credit Issuer, which may provide for renewal for additional period (A) the sum of up to 12 months); provided that in no event shall any the maximum face amount of the requested Cash Collateralized Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if plus the aggregate maximum undrawn amount of all outstanding Cash Collateralized Letters of Credit issued plus, without duplication, the aggregate unpaid reimbursement obligations with respect to all Cash Collateralized Letters of Credit, is greater than (B) the aggregate amount of cash and Cash Equivalents held at such time in the Availability Cash Collateral Account and designated by such Letter the Borrowers as being allocated to Cash Collateralized Letters of Credit Issuer would exceed its L/C CommitmentCredit. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders each Lender shall be deemed to have authorized consented to any such Letter of Credit Issuer to permit extensions of extension or renewal unless any such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior Lender shall have provided to the Stated Termination DateAgent, unless the Agent shall have received written notice from the Required Lenders declining that it declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which the Letter of Credit Issuer is entitled to decline to consent to any such extension if extend or renew the Letter of Credit. If all of the requirements of this Section 2.3 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. The Letter of Credit Issuers Agent shall not have any obligation to issue or cause to be issued any Letter of Credit at any time if the Equivalent Amount in Dollars of (i) the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (in each case including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; , (ii) the maximum undrawn amount of the requested Letter of Credit would exceed result in the then-current Availability; U.S. Availability being less than zero, (iii) such Letter of Credit would result in the Aggregate Revolver Outstandings exceeding the Maximum Revolver Amount or (iiiiv) such Letter of Credit has an expiration date later than 12 months after the date of issuance issuance, in the case of standby letters of credit (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer), which may provide for renewal for additional period or later than 180 days after the date of up to 12 months)issuance, in the case of documentary letters of credit; provided that in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date (except to the extent such cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C CommitmentIssuer). With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders shall be deemed to have authorized such Letter of Credit Issuer to permit extensions of such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent shall have received written notice from the Required Lenders declining to consent to any such extension at least thirty (30) 30 days prior to the Non-Extension Notice Date; provided that no Lender may decline to consent to any such extension if all of the requirements of this Section 2.3 2.4 are met and no Default or Event of Default has occurred and is continuing.

Amounts; Outside Expiration Date. The Letter of Credit Issuers Issuer shall not have any obligation to issue any Letter of Credit at any time if if: (i) the maximum aggregate face amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed the then-current AvailabilityAvailability at such time; or (iii) such Letter of Credit has an expiration date later less than 30 days prior to the last day of the Original Term or more than 12 months after from the date of issuance for standby letters of credit and 180 days for documentary letters of credit; provided that such Letter of Credit may have an expiration date after the last day of the Original Term if (subject a) each of the Agent and the Letter of Credit Issuer consent in writing prior to customary evergreen the issuance thereof, (b) all Letter of Credit obligations associated with any such Letter of Credit are Cash Collateralized or automatic renewal provisions reasonably acceptable otherwise supported in a manner satisfactory to the Agent and the Letter of Credit Issuer on or prior to the last day of the Original Term and (c) except with respect to drawings made under such Letter of Credit on or prior to the last day of the Original Term, each Lender, other than the Letter of Credit Issuer, which may provide for renewal for additional period of up shall be released from its obligation to 12 months); provided that participate in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with on the applicable Letter last day of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C CommitmentOriginal Term. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders each Lender shall be deemed to have authorized consented to any such Letter of Credit Issuer to permit extensions of extension or renewal unless any such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior Lender shall have provided to the Stated Termination DateAgent, unless the Agent shall have received written notice from the Required Lenders declining that it declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which the Letter of Credit Issuer is entitled to decline to consent to any such extension if extend or renew the Letter of Credit. If all of the requirements of this Section 2.3 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. The Letter of Credit Issuers Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if if: (i) the maximum aggregate face amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof would exceed the then-current AvailabilityAvailability at such time; or (iii) such Letter of Credit has an expiration date later more than 12 twelve (12) months after from the date of issuance for standby letters of credit (subject to customary evergreen or, in the case of any standby letter of credit issued by an Affiliate of the Agent from a country other than the United States and if such Affiliate so agrees, an expiration date more than the earlier of twenty-four (24) months from the date of issuance or automatic renewal provisions reasonably acceptable to such the Stated Termination Date) and one hundred eighty (180) days for documentary letters of credit, or (iv) in the case of each requested Cash Collateralized Letter of Credit Issuer, which may provide for renewal for additional period (A) the sum of up to 12 months); provided that in no event shall any the maximum face amount of the requested Cash Collateralized Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if plus the aggregate maximum undrawn amount of all outstanding Cash Collateralized Letters of Credit issued plus, without duplication, the aggregate unpaid reimbursement obligations with respect to all Cash Collateralized Letters of Credit, is greater than (B) the aggregate amount of cash and Cash Equivalents held at such time in the Availability Cash Collateral Account and designated by such Letter the Borrowers as being allocated to Cash Collateralized Letters of Credit Issuer would exceed its L/C CommitmentCredit. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders each Lender shall be deemed to have authorized consented to any such Letter of Credit Issuer to permit extensions of extension or renewal unless any such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior Lender shall have provided to the Stated Termination DateAgent, unless the Agent shall have received written notice from the Required Lenders declining that it declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which the Letter of Credit Issuer is entitled to decline to consent to any such extension if extend or renew the Letter of Credit. If all of the requirements of this Section 2.3 1.3 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. The Letter of Credit Issuers Issuer shall not have any obligation to issue any Letter of Credit at any time if if: (i) the maximum aggregate amount of the requested Letter of Credit for the term issuance of such Letter of Credit (including any increases in amount referenced therein) is greater than would cause the Unused DIP Letter of Credit Subfacility at such timeto be exceeded; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from Borrowers in connection with the issuance thereof would exceed the then-current AvailabilityAvailability at such time; or (iii) such Letter of Credit has an expiration date later less than 12 thirty (30) days prior to the DIP Commitment Termination Date or more than twelve (12) months after from the date of issuance (subject to customary evergreen or automatic renewal provisions reasonably acceptable to for standby letters of credit and 180 days for documentary letters of credit; provided that such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event shall any Letter of Credit have an expiration date later than after the date that is five DIP Commitment Termination Date if (5a) Business Days each of DIP Agent and Letter of Credit Issuer consent in writing prior to the Stated Termination Date or such later date to the extent issuance thereof, and (b) all Obligations associated with any such Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer are Cash Collateralized or backstopped with another letter of credit for such period after the Termination Date otherwise supported in a manner mutually satisfactory to DIP Agent and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C Commitmenton or prior to the DIP Commitment Termination Date. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders each DIP Lender shall be deemed to have authorized consented to any such Letter of Credit Issuer to permit extensions of extension or renewal unless any such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent DIP Lender shall have received provided to DIP Agent, written notice from the Required Lenders declining that such DIP Lender declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which Letter of Credit Issuer is entitled to decline to consent to any extend or renew such extension if Letter of Credit. If all of the requirements of this Section 2.3 1.2 are met and no Default or Event of Default has occurred and is continuing, no DIP Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. The Letter of Credit Issuers shall not have any obligation to issue any Letter of Credit at any time if (i) the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time or the Letter of Credit Commitment of such Letter of Credit Issuer at such time; (ii) the maximum undrawn amount of the requested Letter of Credit would exceed the then-current Availability; or (iii) such Letter of Credit has an expiration date later than 12 months after the date of issuance issuance, in the case of standby letters of credit (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event shall any Letter of Credit have an expiration date later than the date that is five seven (57) Business Days prior to the Stated Termination Date or such later date with respect to the extent such Letter of Revolving Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C CommitmentCommitments. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized such Letter of Credit Issuer to permit extensions of such Letter of Credit to an expiry date not later than the date that is five seven (57) Business Days prior to the Stated Termination DateDate with respect to the Revolving Credit Commitments, unless the Agent shall have received written notice from the Required Lenders declining to consent to any such extension at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Revolving Credit Lender may decline to consent to any such extension if all of the requirements of this Section 2.3 are met and no Default or Event of Default has occurred and is continuing.

Amounts; Outside Expiration Date. The Letter of Credit Issuers shall not have any obligation to issue any Letter of Credit at any time if (i) the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit would exceed the then-current Availability; or (iii) such Letter of Credit has an expiration date later than 12 months after the date of issuance (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, (x) no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C Commitment. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof (y) in no later event shall there be more than a date (the “Nontotal of twenty-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders shall be deemed to have authorized such Letter of Credit Issuer to permit extensions of such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent shall have received written notice from the Required Lenders declining to consent to any such extension at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may decline to consent to any such extension if all of the requirements of this Section 2.3 are met and no Default or Event of Default has occurred and is continuing.four

Amounts; Outside Expiration Date. The Letter of Credit Issuers Agent shall not have any obligation issue or cause to issue be issued any Letter of Credit at any time if the Equivalent Amount in Dollars of (i) the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (in each case including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; , (ii) with respect to any Letter of Credit requested for the account of any Canadian Borrower, the maximum aggregate amount of the requested Letter of Credit for the term of such Letter of Credit (in each case including any increases in amount referenced therein) is greater than the Canadian Unused Letter of Credit Subfacility at such time, (iii) the maximum undrawn amount of the requested Letter of Credit would exceed result in the then-current Availability; Excess Availability being less than zero, (iv) such Letter of Credit would result in the Aggregate Revolver Outstandings exceeding the Maximum Revolver Amount, or (iiiv) such Letter of Credit has an expiration date later than 12 months after the date of issuance issuance, in the case of standby letters of credit (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer), which may provide for renewal for additional period or later than 180 days after the date of up to 12 months)issuance, in the case of documentary letters of credit; provided that in no event shall any Letter of Credit have an expiration date later than the date that is five (5) Business Days prior to the Stated Termination Date or such later date (except to the extent such cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter of credit for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C CommitmentIssuer). With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders shall be deemed to have authorized such Letter of Credit Issuer to permit extensions of such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent and the applicable Letter of Credit Issuer shall have received written notice from the Required Lenders declining to consent to any such extension at least thirty (30) 30 days prior to the Non-Extension Notice Date; provided that no Lender may decline to consent to any such extension if all of the requirements of this Section 2.3 2.4 are met and no Default or Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained herein, no Letter of Credit Issuer shall be required to issue any Letter of Credit if after giving effect thereto, the aggregate maximum amount of all undrawn Letters of Credit issued by such Letter of Credit Issuer would exceed the sublimit for such Letter of Credit Issuer set forth on Schedule 1.1 (unless otherwise agreed by such Letter of Credit Issuer from time to time).

Amounts; Outside Expiration Date. The Letter of Credit Issuers Collateral Agent shall not have any obligation to issue cause to be issued, and the Letter of Credit Issuer shall not have any obligation to issue, any Letter of Credit at any time if if: (i) the maximum aggregate face amount of the requested Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in connection with the opening thereof (A) would exceed Availability at such time, (B) in the case of any Letter of Credit requested by a Mxxxxx Borrower, would exceed the then-current Availabilitymaximum amount of Revolving Loans that could be incurred by the Mxxxxx Borrowers at such time in accordance with Section 1.2, or (C) in the case of any Letter of Credit requested by a RoadOne Borrower, would exceed the maximum amount of Revolving Loans that could be incurred by the RoadOne Borrowers at such time in accordance with Section 1.2; or (iii) such Letter of Credit has an expiration date later less than 12 months after the date of issuance thirty (subject to customary evergreen or automatic renewal provisions reasonably acceptable to such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event shall any Letter of Credit have an expiration date later than the date that is five (530) Business Days days prior to the Stated Termination Date or such later more than 12 months from the date to the extent such Letter of Credit has been cash collateralized in an amount to be agreed with the applicable Letter of Credit Issuer or backstopped with another letter issuance for standby letters of credit and one hundred eighty (180) days for such period after the Termination Date in a manner mutually and reasonably agreed between the applicable Letter documentary letters of Credit Issuer and the Borrower. Notwithstanding the foregoing, no Letter of Credit Issuer shall be required to issue any Letter of Credit if the aggregate maximum amount of all Letters of Credit issued by such Letter of Credit Issuer would exceed its L/C Commitmentcredit. With respect to any Letter of Credit which contains any “"evergreen” " or automatic renewal or extension provision, if such Letter of Credit permits the applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders each Lender shall be deemed to have authorized consented to any such extension or renewal unless any such Lender shall have provided to the Collateral Agent and the Letter of Credit Issuer to permit extensions of such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior to the Stated Termination Date, unless the Agent shall have received written notice from the Required Lenders declining that it declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which the Letter of Credit Issuer is entitled to decline to consent to any such extension if extend or renew the Letter of Credit. If all of the requirements of this Section 2.3 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

Amounts; Outside Expiration Date. The A Letter of Credit Issuers Issuer shall not have any obligation issue or cause to issue be issued any Letter of Credit at any time if if: (i) (x) in the case of a U.S. Letter of Credit, the maximum aggregate available Dollar Equivalent amount of the requested U.S. Letter of Credit for the term of such Letter of Credit (including any increases in amount referenced therein) is greater than the Unused U.S. Letter of Credit Subfacility at such time and (y) in the case of a Canadian Letter of Credit, the maximum available Dollar Equivalent amount of the requested Canadian Letter of Credit is greater than the Unused Canadian Letter of Credit Subfacility at such time; (ii) after giving effect to the maximum undrawn available Dollar Equivalent amount of the requested Letter of Credit and all commissions, fees, and charges due from the requesting Borrower in connection with the opening thereof (to the extent such commissions, fees and charges are not paid in cash prior to or at the time of the opening thereof) the Availability Conditions would exceed the then-current Availabilitynot be satisfied; or (iii) such Letter of Credit has an expiration date later on or after the Letter of Credit Maturity Date or more than 12 months after from the date of issuance (subject issuance; for the avoidance of doubt, this provision does not apply to customary evergreen any “evergreen” or automatic renewal provisions reasonably acceptable to provision; (iv) such Letter of Credit Issuer, which may provide for renewal for additional period of up to 12 months); provided that in no event shall any Letter of Credit will have an expiration date later than on or before the date that is five (5) Business Days prior to the Stated Termination Date or such later date to the extent Revolving Maturity Date, unless such Letter of Credit has been cash collateralized in an amount or backstopped on terms reasonably acceptable to be agreed with the applicable Letter of Credit Issuer (in which case, any participations of any U.S. Revolving Credit Lender or backstopped with another letter Canadian Revolving Lender, as applicable, in undrawn Letters of credit for such period after Credit shall expire on the Termination Date Revolving Maturity Date: or (v) in the case of a manner mutually and reasonably agreed between the applicable Letter of Credit Issuer and the Borrower. Notwithstanding the foregoingto be issued by Bank of America (including through its Canadian branch), no such Letter of Credit Issuer shall be required to issue any Letter of Credit if Credit, when aggregated with the aggregate maximum Dollar Equivalent amount of all other outstanding Letters of Credit issued by such Letter Bank of Credit Issuer would America (including through its Canadian branch) to exceed its L/C Commitmentthe Bank of America LC Sublimit. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal or extension provision, if such Letter of Credit permits the each applicable Letter of Credit Issuer to prevent any extension by giving notice to the beneficiary thereof no later than a date (the “Non-Extension Notice Date”), once any such Letter of Credit has been issued, the Lenders Lender shall be deemed to have authorized consented to any such Letter of Credit Issuer to permit extensions of extension or renewal unless any such Letter of Credit to an expiry date not later than the date that is five (5) Business Days prior Lender shall have provided to the Stated Termination Date, unless the applicable Administrative Agent shall have received written notice from the Required Lenders declining that it declines to consent to any such extension or renewal at least thirty (30) days prior to the Non-Extension Notice Date; provided that no Lender may date on which the applicable Letter of Credit Issuer is entitled to decline to consent to any extend or renew such extension if Letter of Credit. If all of the requirements of this Section 2.3 2.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.