Common use of Issuance and Addition Clause in Contracts

Issuance and Addition. (1) A Borrower shall give the Agent and the Issuing Bank from which it is requesting a Letter of Credit at least three Business Days’ (or such shorter period as agreed to by the Agent and such Issuing Bank) prior notice, in the form of Exhibit D-1 (a “Notice of Letter of Credit”), specifying the Business Day such Letter of Credit is to be issued and the account party or parties therefor and describing in reasonable detail the proposed terms of such Letter of Credit (including the beneficiary thereof) and the nature of the transactions or obligations proposed to be supported thereby; provided that no Borrower may request a Letter of Credit (i) to support any Debt, (ii) in favor of the proposed Issuing Bank for such Letter of Credit or any of its affiliates as beneficiary if such beneficiary is serving in that capacity as a fiduciary, or trustee, for the interests of any other Person or (iii) for any unlawful purpose. (2) Additionally, if (i) an Issuing Bank has, at the request of a Borrower, issued a letter of credit in Dollars other than under this Agreement, (ii) such Borrower decides to add such letter of credit (an “Added Letter of Credit”) to this Agreement as a Letter of Credit and (iii) such Issuing Bank consents in writing (such consent, and any funding of a draw under such letter of credit, are deemed made by such Issuing Bank in reliance on the agreements of the other Banks pursuant to this Section 2.2) to such letter of credit becoming an Added Letter of Credit, then such Borrower shall give the Agent and such Issuing Bank at least three Business Days’ (or such shorter period as agreed to by the Agent and such Issuing Bank) prior notice that such Borrower requests that such letter of credit be so added by delivering a Notice of Letter of Credit specifying the Business Day such letter of credit is to be added to this Agreement and attaching thereto a copy of such letter of credit. On the Business Day so specified for such letter of credit, such letter of credit shall become an Added Letter of Credit and become a Letter of Credit deemed issued under this Agreement by the Issuing Bank specified in the relevant Notice of Letter of Credit (the date such letter of credit so becomes an Added Letter of Credit being the “Added L/C Effective Date” for such letter of credit), if immediately after giving effect to such letter of credit becoming a Letter of Credit (A) as to each Bank, the sum of the aggregate amount of all Revolving Credit Advances to all Borrowers owed to such Bank plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit does not exceed the Revolving Credit Commitment of such Bank for TWC, (B) the aggregate Letter of Credit Liabilities (i) in respect of all Letters of Credit issued by the Issuing Banks do not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) in respect of all Letters of Credit issued by such Issuing Bank do not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) in respect of all Letters of Credit outstanding issued at the request of any Borrower do not exceed an amount equal to the Revolving Credit Commitments of the Banks for such Borrower at such time minus the aggregate amount of all Revolving Credit Advances outstanding to such Borrower at such time, (C) such letter of credit shall have an expiration date (including all rights of a Borrower or the beneficiary to require renewals, but excluding automatic renewal provisions if such Issuing Bank can, in its discretion, refuse to renew and thereby cause the expiration date to occur no later than 7 Business Days prior to the date set forth in clause (i) of the definition herein of Termination Date) no later than 7 Business Days prior to the date set forth in clause (i) of the definition herein of Termination Date, and (D) such Issuing Bank notifies the Agent, on or before such Added L/C Effective Date, that such letter of credit is or will become, as of such Added L/C Effective Date, an Added Letter of Credit. (3) The Issuing Bank issuing any Letter of Credit may specify therein whether such Letter of Credit will be subject to the International Standby Practices, the Uniform Customs and Practices or other practices. A Letter of Credit will be deemed to be issued at the request of (i) NWP, if NWP gives the Notice of Letter of Credit in respect of such Letter of Credit; (ii) TGPL, if TGPL gives the Notice of Letter of Credit in respect of such Letter of Credit, (iii) MLP, if MLP gives the Notice of Letter of Credit in respect of such Letter of Credit and (iv) TWC, if neither NWP nor TGPL nor MLP gives the Notice of Letter of Credit in respect of such Letter of Credit.

Issuance and Addition. (1) A Borrower shall give the Agent and the Issuing Bank from which it is requesting a Letter of Credit at least three Business Days’ (or such shorter period as agreed to by the Agent and such Issuing Bank) prior notice, in the form of Exhibit D-1 (a “Notice of Letter of Credit”), specifying the Business Day such Letter of Credit is to be he issued and the account party or parties therefor and describing in reasonable detail the proposed terms of such Letter of Credit (including the beneficiary thereof) and the nature of the transactions or obligations proposed to be supported thereby; provided that no Borrower may request a Letter of Credit (i) to support any Debt, (ii) in favor of the proposed Issuing Bank for such Letter of Credit or any of its affiliates as beneficiary if such beneficiary is serving in that capacity as a fiduciary, or trustee, for the interests of any other Person or (iii) for any unlawful purpose. (2) Additionally, if (i) an Issuing Bank has, at the request of a Borrower, issued a letter of credit in Dollars other than under this Agreement, (ii) such Borrower decides to add such letter of credit (an “Added Letter of Credit”) to this Agreement as a Letter of Credit and (iii) such Issuing Bank consents in writing (such consent, and any funding of a draw under such letter of credit, are deemed made by such Issuing Bank in reliance on the agreements of the other Banks pursuant to this Section 2.2) to such letter of credit becoming an Added Letter of Credit, then such Borrower shall give the Agent and such Issuing Bank at least three Business Days’ (or such shorter period as agreed to by the Agent and such Issuing Bank) prior notice that such Borrower requests that such letter of credit be so added by delivering a Notice of Letter of Credit specifying the Business Day such letter of credit is to be added to this Agreement and attaching thereto a copy of such letter of credit. On the Business Day so specified for such letter of credit, such letter of credit shall become an Added Letter of Credit and become a Letter of Credit deemed issued under this Agreement by the Issuing Bank specified in the relevant Notice of Letter of Credit (the date such letter of credit so becomes an Added Letter of Credit being the “Added L/C Effective Date” for such letter of credit), if immediately after giving effect to such letter of credit becoming a Letter of Credit (A) as to each Bank, the sum of the aggregate amount of all Revolving Credit Advances to all Borrowers owed to such Bank plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit does not exceed the Revolving Credit Commitment of such Bank for TWC, (B) the aggregate Letter of Credit Liabilities (i) in respect of all Letters of Credit issued by the Issuing Banks do not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) in respect of all Letters of Credit issued by such Issuing Bank do not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) in respect of all Letters of Credit outstanding issued at the request of any Borrower do not exceed an amount equal to the Revolving Credit Commitments of the Banks for such Borrower at such time minus the aggregate amount of all Revolving Credit Advances outstanding to such Borrower at such time, (C) such letter of credit shall have an expiration date (including all rights of a Borrower or the beneficiary to require renewals, but excluding automatic renewal provisions if such Issuing Bank can, in its discretion, refuse to renew and thereby cause the expiration date to occur no later than 7 Business Days prior to the date set forth in clause (i) of the definition herein of Termination Date) no later than 7 Business Days prior to the date set forth in clause (i) of the definition herein of Termination Date, and (D) such Issuing Bank notifies the Agent, on or before such Added L/C Effective Date, that such letter of credit is or will become, as of such Added L/C Effective Date, an Added Letter of Credit. (3) The Issuing Bank issuing any Letter of Credit may specify therein whether such Letter of Credit will be subject to the International Standby Practices, the Uniform Customs and Practices or other practices. A Letter of Credit will be deemed to be issued at the request of (i) NWP, if NWP gives the Notice of Letter of Credit in respect of such Letter of Credit; (ii) TGPL, if TGPL gives the Notice of Letter of Credit in respect of such Letter of Credit, (iii) MLP, if MLP gives the Notice of Letter of Credit in respect of such Letter of Credit and (iv) TWC, if neither NWP nor TGPL nor MLP gives the Notice of Letter of Credit in respect of such Letter of Credit.

Issuance and Addition. (1) A Borrower shall give the Agent and the Issuing Bank from which it is requesting a Letter of Credit at least three Business Days’ ' (or such shorter period as agreed to by the Agent and such Issuing Bank) prior notice, in the form of Exhibit D-1 (a “"Notice of Letter of Credit”"), specifying the Business Day such Letter of Credit is to be issued and the account party or parties therefor and describing in reasonable detail the proposed terms of such Letter of Credit (including the beneficiary thereof) and the nature of the transactions or obligations proposed to be supported thereby; provided that no Borrower may request a Letter of Credit (i) to support any Debt, (ii) in favor of the proposed Issuing Bank for such Letter of Credit or any of its affiliates as beneficiary if such beneficiary is serving in that capacity as a fiduciary, or trustee, for the interests of any other Person or (iii) for any unlawful purpose. (2) Additionally, if (i) an Issuing Bank has, at the request of a Borrower, issued a letter of credit in Dollars other than under this Agreement, (ii) such Borrower decides to add such letter of credit (an “"Added Letter of Credit”") to this Agreement as a Letter of Credit and (iii) such Issuing Bank consents in writing (such consent, and any funding of a draw under such letter of credit, are deemed made by such Issuing Bank in reliance on the agreements of the other Banks pursuant to this Section 2.2) to such letter of credit becoming an Added Letter of Credit, then such Borrower shall give the Agent and such Issuing Bank at least three Business Days’ ' (or such shorter period as agreed to by the Agent and such Issuing Bank) prior notice that such Borrower requests that such letter of credit be so added by delivering a Notice of Letter of Credit specifying the Business Day such letter of credit is to be added to this Agreement and attaching thereto a copy of such letter of credit. On the Business Day so specified for such letter of credit, such letter of credit shall become an Added Letter of Credit and become a Letter of Credit deemed issued under this Agreement by the Issuing Bank specified in the relevant Notice of Letter of Credit (the date such letter of credit so becomes an Added Letter of Credit being the “"Added L/C Effective Date” " for such letter of credit), if immediately after giving effect to such letter of credit becoming a Letter of Credit (A) as to each Bank, the sum of the aggregate amount of all Revolving Credit Advances to all Borrowers owed to such Bank plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit does not exceed the Revolving Credit Commitment of such Bank for TWC, (B) the aggregate Letter of Credit Liabilities (i) in respect of all Letters of Credit issued by the Issuing Banks do not exceed the aggregate of all Letter of Credit Commitments at such time, (ii) in respect of all Letters of Credit issued by such Issuing Bank do not exceed the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) in respect of all Letters of Credit outstanding issued at the request of any Borrower do not exceed an amount equal to the Revolving Credit Commitments of the Banks for such Borrower at such time minus the aggregate amount of all Revolving Credit Advances outstanding to such Borrower at such time, (C) such letter of credit shall have an expiration date (including all rights of a Borrower or the beneficiary to require renewals, but excluding automatic renewal provisions if such Issuing Bank can, in its discretion, refuse to renew and thereby cause the expiration date to occur no later than 7 Business Days prior to the date set forth in clause (i) of the definition herein of Termination Date) no later than 7 Business Days prior to the date set forth in clause (i) of the definition herein of Termination Date, and (D) such Issuing Bank notifies the Agent, on or before such Added L/C Effective Date, that such letter of credit is or will become, as of such Added L/C Effective Date, an Added Letter of Credit. (3) The Issuing Bank issuing any Letter of Credit may specify therein whether such Letter of Credit will be subject to the International Standby Practices, the Uniform Customs and Practices or other practices. A Letter of Credit will be deemed to be issued at the request of (i) NWP, if NWP gives the Notice of Letter of Credit in respect of such Letter of Credit; (ii) TGPL, if TGPL gives the Notice of Letter of Credit in respect of such Letter of Credit, (iii) MLP, if MLP gives the Notice of Letter of Credit in respect of such Letter of Credit and (iv) TWC, if neither NWP nor TGPL nor MLP gives the Notice of Letter of Credit in respect of such Letter of Credit.