Common use of Letter of Credit Issuance Procedures Clause in Contracts

Letter of Credit Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 1:00 p.m., Applicable Time, on any Business Day occurring prior to the Commitment Termination Date, any Borrower may from time to time request that an Issuer issue a Letter of Credit. Each such request shall be made on not less than two Business Days’ notice (or such shorter period as may be agreed to by the Administrative Agent), and not less than 30 days prior to the Commitment Termination Date. Upon receipt of an Issuance Request, the Administrative Agent shall promptly on the same day notify the applicable Issuer (if other than Scotia Capital) and each Lender thereof. Each Letter of Credit shall by its terms be denominated in an Available Currency and be stated to expire (whether originally or after giving effect to any extension) on the earlier of (its “Stated Expiry Date”) (i) (unless otherwise agreed to by the Issuer) one year from the date of issuance thereof or (ii) the Commitment Termination Date. The relevant Borrower and the relevant Issuer may amend or modify any issued Letter of Credit upon written notice to the Administrative Agent only; provided that (A) any amendment constituting an extension of such Letter of Credit’s Stated Expiry Date shall comply with the provisions of the immediately preceding sentence and may be made only if the Commitment Termination Date has not occurred and (B) any amendment constituting an increase in the Stated Amount of such Letter of Credit shall be deemed a request for the issuance of a new Letter of Credit and shall comply with the foregoing provisions of this paragraph. Upon satisfaction of the terms and conditions hereunder, the relevant Issuer will issue each Letter of Credit to be issued by it and will make available to the beneficiary thereof the original of such Letter of Credit.

Letter of Credit Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 1:00 p.m., Applicable Time, on any Business Day occurring prior to the Commitment Termination Date, any Borrower may from time to time request that an Issuer issue a Letter of Credit. Each such request shall be made on not less than two Business Days’ notice (or such shorter period as may be agreed to by the Administrative Agent), and not less than 30 days prior to the Commitment Termination Date. Upon receipt of an Issuance Request, the Administrative Agent shall promptly on the same day notify the applicable Issuer (if other than Scotia CapitalScotiabank) and each Lender thereof. Each Letter of Credit shall by its terms be denominated in an Available Currency and be stated to expire (whether originally or after giving effect to any extension) on the earlier of (its “Stated Expiry Date”) (i) (unless otherwise agreed to by the Issuer) one year from the date of issuance thereof or (ii) the Commitment Termination Date. The relevant Borrower and the relevant Issuer may amend or modify any issued Letter of Credit upon written notice to the Administrative Agent only; provided that (A) any amendment constituting an extension of such Letter of Credit’s Stated Expiry Date shall comply with the provisions of the immediately preceding sentence and may be made only if the Commitment Termination Date has not occurred and (B) any amendment constituting an increase in the Stated Amount of such Letter of Credit shall be deemed a request for the issuance of a new Letter of Credit and shall comply with the foregoing provisions of this paragraph. Upon satisfaction of the terms and conditions hereunder, the relevant Issuer will issue each Letter of Credit to be issued by it and will make available to the beneficiary thereof the original of such Letter of Credit.

Letter of Credit Issuance Procedures. By delivering to the Administrative Agent an a Letter of Credit Issuance Request on or before 1:00 p.m., Applicable Time11:00 a.m. Pacific time, on any a Business Day occurring prior to the Letter of Credit Commitment Termination Date, any the Borrower may from time to time request that an Issuer issue a Letter of Credit. Each such request shall be made irrevocably request, on not less than two (2) Business Days’ prior notice (or such shorter period later date and time as the Issuer may agree to, in the Issuer’s sole and absolute discretion) in the case of a request for the extension of the Letter of Credit Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Letter of Credit Stated Expiry Date of, as the case may be, one or more irrevocable Letters of Credit for the purposes described in Section 7.1.8. Each Letter of Credit Issuance Request shall specify (a) the number of Letters of Credit to be agreed issued (not to exceed three (3) Letters of Credit per request), (b) the proposed date of issuance (which shall be a Business Day), (c) the face amount of each Letter of Credit, (d) the Letter of Credit Stated Expiry Date, (e) the name and address of the beneficiary, (f) either the verbatim text of each proposed Letter of Credit or the proposed terms and conditions thereof and (g) a precise description of any documents to be presented by the Administrative Agent)beneficiary which, and not less than 30 days if presented by the beneficiary prior to the Commitment Termination Date. Upon receipt expiration date of an Issuance Requestthe Letter of Credit, would require the Administrative Agent Issuer to make payment under the Letter of Credit; provided, however, that the Issuer, in its reasonable discretion, may require changes in the text of any proposed Letter of Credit or any such documents; and provided further, however, that no Letter of Credit shall promptly require payment against a conforming draft to be made thereunder on the same day notify Business Day that such draft is presented in the applicable office designated by the Issuer in such Letter of Credit if such presentation is made after 10:00 a.m. (if other than Scotia Capitalin the time zone of such office of the Issuer) and each Lender thereofon such Business Day. Each Letter of Credit shall by its terms be denominated in an Available Currency and be stated to expire (whether originally or after giving effect to any extension) on the earlier of a date (its “Letter of Credit Stated Expiry Date”) no later than the earlier to occur of (ix) five (unless otherwise agreed to by 5) Business Days immediately preceding the IssuerStated Maturity Date or (y) one (1) year from the date of issuance thereof or (ii) the Commitment Termination Dateits issuance. The relevant Borrower and the relevant Issuer may amend or modify any issued Letter of Credit upon written notice to the Administrative Agent only; provided that (A) any amendment constituting an extension of such Letter of Credit’s Stated Expiry Date shall comply with the provisions of the immediately preceding sentence and may be made only if the Commitment Termination Date has not occurred and (B) any amendment constituting an increase in the Stated Amount of such Letter of Credit shall be deemed a request for the issuance of a new Letter of Credit and shall comply with the foregoing provisions of this paragraph. Upon satisfaction of the terms and conditions hereunder, the relevant Issuer will issue each Letter of Credit to be issued by it and will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. The issuance of a Letter of Credit under this Section 2.4 shall be deemed to be a Borrowing under the Revolving Loan Commitment in the Stated Amount of such Letter of Credit.

Letter of Credit Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 1:00 p.m.12:00 noon on a Business Day, Applicable Time, on any Business Day occurring prior to the Commitment Termination Date, any Borrower Borrowers may from time to time irrevocably request that an Issuer issue a Letter of Credit. Each such request shall be made on not less than two three Business Days’ notice, in the case of an initial issuance of a Letter of Credit and not less than three Business Days’ prior notice, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit (in each case, unless a shorter notice (or such shorter period as may be is agreed to by the Administrative Agentrelevant Issuer, in its sole discretion), that an Issuer issue, or extend the Stated Expiry Date of, a Letter of Credit in such form as may be requested by the applicable Borrower and not less than 30 days prior to approved by such Issuer, solely for the Commitment Termination Datepurposes described in Section 7.1.7. Upon receipt of an Issuance Request, the Administrative Agent shall promptly on the same day notify the Company and the Issuer whether, after giving effect to the issuance of the applicable Issuer Letter of Credit, (if other than Scotia Capitala) the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of all Letter of Credit Outstandings would exceed the then existing Letter of Credit Commitment Amount and each Lender thereof(b) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swingline Loans then outstanding would exceed the then existing Revolving Loan Commitment Amount. Each Letter of Credit shall by its terms be denominated in an Available Currency and be stated to expire (whether originally or after giving effect to any extension) on the earlier of a date (its “Stated Expiry Date”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Termination Date and (ii) (unless otherwise agreed to by the an Issuer) one year , in its sole discretion), thirteen months from the date of issuance thereof or (ii) the Commitment Termination Date. The relevant Borrower and the relevant Issuer may amend or modify its issuance; provided, that any issued Letter of Credit upon written notice may provide for renewal periods of up to one year so long as such renewal periods do not exceed the Administrative Agent only; provided that date set forth in clause (A) any amendment constituting an extension of such Letter of Credit’s Stated Expiry Date shall comply with the provisions of the immediately preceding sentence and may be made only if the Commitment Termination Date has not occurred and (B) any amendment constituting an increase in the Stated Amount of such Letter of Credit shall be deemed a request for the issuance of a new Letter of Credit and shall comply with the foregoing provisions of this paragraphi). Upon satisfaction of the terms and conditions hereunder, the relevant Each Issuer will issue each Letter of Credit to be issued by it and will make available to the beneficiary thereof the original of such the Letter of CreditCredit which it issues. Notwithstanding the foregoing, all Letters of Credit issued hereunder shall be subject to the customary procedures of the applicable Issuer.

Letter of Credit Issuance Procedures. By delivering to the Administrative Agent an a Letter of Credit Issuance Request on or before 1:00 p.m., Applicable Time11:00 a.m. Pacific time, on any a Business Day occurring prior to the Letter of Credit Commitment Termination Date, any the Borrower may from time to time request that an Issuer issue a Letter of Credit. Each such request shall be made irrevocably request, on not less than two (2) Business Days’ ' prior notice (or such shorter period later date and time as the Issuer may agree to, in the Issuer's sole and absolute discretion) in the case of a request for the extension of the Letter of Credit Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Letter of Credit Stated Expiry Date of, as the case may be, one or more irrevocable Letters of Credit for the purposes described in Section 7.1.8. Each Letter of Credit Issuance Request shall specify (a) the number of Letters of Credit to be agreed issued (not to exceed three (3) Letters of Credit per request), (b) the proposed date of issuance (which shall be a Business Day), (c) the face amount of each Letter of Credit, (d) the Letter of Credit Stated Expiry Date, (e) the name and address of the beneficiary, (f) either the verbatim text of each proposed Letter of Credit or the proposed terms and conditions thereof and (g) a precise description of any documents to be presented by the Administrative Agent)beneficiary which, and not less than 30 days if presented by the beneficiary prior to the Commitment Termination Date. Upon receipt expiration date of an Issuance Requestthe Letter of Credit, would require the Administrative Agent Issuer to make payment under the Letter of Credit; provided, however, that the Issuer, in its reasonable discretion, may require changes in the text of any proposed Letter of Credit or any such documents; and provided further, however, that no Letter of Credit shall promptly require payment against a conforming draft to be made thereunder on the same day notify Business Day that such draft is presented in the applicable office designated by the Issuer in such Letter of Credit if such presentation is made after 10:00 a.m. (if other than Scotia Capitalin the time zone of such office of the Issuer) and each Lender thereofon such Business Day. Each Letter of Credit shall by its terms be denominated in an Available Currency and be stated to expire (whether originally or after giving effect to any extension) on the earlier of a date (its “Letter of Credit Stated Expiry Date”) no later than the earlier to occur of (ix) five (unless otherwise agreed to by 5) Business Days immediately preceding the IssuerStated Maturity Date or (y) one (1) year from the date of issuance thereof or (ii) the Commitment Termination Dateits issuance. The relevant Borrower and the relevant Issuer may amend or modify any issued Letter of Credit upon written notice to the Administrative Agent only; provided that (A) any amendment constituting an extension of such Letter of Credit’s Stated Expiry Date shall comply with the provisions of the immediately preceding sentence and may be made only if the Commitment Termination Date has not occurred and (B) any amendment constituting an increase in the Stated Amount of such Letter of Credit shall be deemed a request for the issuance of a new Letter of Credit and shall comply with the foregoing provisions of this paragraph. Upon satisfaction of the terms and conditions hereunder, the relevant Issuer will issue each Letter of Credit to be issued by it and will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder. The issuance of a Letter of Credit under this Section 2.4 shall be deemed to be a Borrowing under the Loan Commitment in the Stated Amount of such Letter of Credit.

Letter of Credit Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 1:00 p.m., Applicable Time, on any Business Day occurring prior to the Commitment Termination Date, any Borrower may from time to time request that an Issuer issue a Letter of Credit. Each such request shall be made on not less than two Business Days’ notice (or such shorter period as may be agreed to by the Administrative Agent), and not less than 30 days prior to the Commitment Termination Date. Upon receipt of an Issuance Request, the Administrative Agent shall promptly on the same day notify the applicable Issuer (if other than Scotia CapitalCapitalScotiabank) and each Lender thereof. Each Letter of Credit shall by its terms be denominated in an Available Currency and be stated to expire (whether originally or after giving effect to any extension) on the earlier of (its “Stated Expiry Date”) (i) (unless otherwise agreed to by the Issuer) one year from the date of issuance thereof or (ii) the Commitment Termination Date. The relevant Borrower and the relevant Issuer may amend or modify any issued Letter of Credit upon written notice to the Administrative Agent only; provided that (A) any amendment constituting an extension of such Letter of Credit’s Stated Expiry Date shall comply with the provisions of the immediately preceding sentence and may be made only if the Commitment Termination Date has not occurred and (B) any amendment constituting an increase in the Stated Amount of such Letter of Credit shall be deemed a request for the issuance of a new Letter of Credit and shall comply with the foregoing provisions of this paragraph. Upon satisfaction of the terms and conditions hereunder, the relevant Issuer will issue each Letter of Credit to be issued by it and will make available to the beneficiary thereof the original of such Letter of Credit.

Letter of Credit Issuance Procedures. By delivering to an Issuer and the Administrative Agent an Issuance Request on or before 1:00 p.m.12:00 noon, Applicable TimeNew York City time, on any a Business Day occurring prior to Day, the Commitment Termination DateCompany may, any Borrower may from time to time request that an Issuer issue a Letter of Credit. Each such request shall be made irrevocably request, on not less than two three nor more than ten Business Days’ notice (or such shorter period or longer notice as may be agreed acceptable to by such Issuer), in the Administrative Agent)case of an initial issuance of a Letter of Credit, and not less than 30 days three nor more than ten Business Days’ notice (unless a shorter or longer notice period is acceptable to such Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of any Borrower in such form as may be requested by the Borrowers and approved by such Issuer; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (a) the Commitment Termination DateDate and (b) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, each Borrower hereby jointly and severally acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is such Borrower or any other Borrower). Upon timely receipt of an Issuance RequestRequest and subject to all other terms and conditions of this Agreement, the Administrative Agent shall promptly on the same day notify the applicable relevant Issuer (if other than Scotia Capital) and each Lender thereofthereof and shall cause: (i) the Letter of Credit requested by the Issuance Request to be issued and (ii) the relevant Issuer to (A) comply with the terms and conditions of this Agreement relating to the Letter of Credit and (B) to fulfill the duties and obligations of an Issuer hereunder. Each Letter of Credit shall by its terms be denominated in an Available Currency and be stated to expire on a date (whether originally or after giving effect to any extension) on the earlier of (its each, a “Stated Expiry Date”) (i) (unless otherwise agreed to by the Issuer) no later than one year from the date of issuance thereof or (ii) the Commitment Termination Date. The relevant Borrower and the relevant Issuer may amend or modify any issued Letter of Credit upon written notice to the Administrative Agent only; provided that (A) any amendment constituting an extension of such Letter of Credit’s Stated Expiry Date shall comply with the provisions of the immediately preceding sentence and may be made only if the Commitment Termination Date has not occurred and (B) any amendment constituting an increase in the Stated Amount of such Letter of Credit shall be deemed a request for the issuance of a new Letter of Credit and shall comply with the foregoing provisions of this paragraph. Upon satisfaction of the terms and conditions hereunder, the relevant Issuer will issue each Letter of Credit to be issued by it and will make available to the beneficiary thereof the original of such Letter of Creditits issuance.

Letter of Credit Issuance Procedures. By delivering to the Administrative Agent an Issuance Request on or before 1:00 p.m.12:00 noon on a Business Day, Applicable Time, on any Business Day occurring prior to the Commitment Termination Date, any Borrower Borrowers may from time to time irrevocably request that an Issuer issue a Letter of Credit. Each such request shall be made on not less than two three Business Days’ notice, in the case of an initial issuance of a Letter of Credit and not less than three Business Days’ prior notice, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit (in each case, unless a shorter notice (or such shorter period as may be is agreed to by the relevant Issuer, in its sole discretion), that an Issuer (which Issuer may be designated by the Company with the consent of the Administrative Agent), not to be unreasonably withheld of delayed) issue, or extend the Stated Expiry Date of, a Letter of Credit in such form as may be requested by the applicable Borrower and not less than 30 days prior to approved by such Issuer, solely for the Commitment Termination Datepurposes described in Section 7.1.7. Upon receipt of an Issuance Request, the Administrative Agent shall promptly on the same day notify the Company and the Issuer whether, after giving effect to the issuance of the applicable Issuer Letter of Credit, (if other than Scotia Capitala) the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of all Letter of Credit Outstandings would exceed the then existing Letter of Credit Commitment Amount and each Lender thereof(b) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swingline Loans then outstanding would exceed the then existing Revolving Loan Commitment Amount. Each Letter of Credit shall by its terms be denominated in an Available Currency and be stated to expire (whether originally or after giving effect to any extension) on the earlier of a date (its “Stated Expiry Date”) no later than the earlier to occur of (i) five Business Days prior to the Revolving Loan Commitment Termination Date and (ii) (unless otherwise agreed to by the an Issuer) one year , in its sole discretion), thirteen months from the date of issuance thereof or (ii) the Commitment Termination Date. The relevant Borrower and the relevant Issuer may amend or modify its issuance; provided, that any issued Letter of Credit upon written notice may provide for renewal periods of up to one year so long as such renewal periods do not exceed the Administrative Agent only; provided that date set forth in clause (A) any amendment constituting an extension of such Letter of Credit’s Stated Expiry Date shall comply with the provisions of the immediately preceding sentence and may be made only if the Commitment Termination Date has not occurred and (B) any amendment constituting an increase in the Stated Amount of such Letter of Credit shall be deemed a request for the issuance of a new Letter of Credit and shall comply with the foregoing provisions of this paragraphi). Upon satisfaction of the terms and conditions hereunder, the relevant Each Issuer will issue each Letter of Credit to be issued by it and will make available to the beneficiary thereof the original of such the Letter of CreditCredit which it issues. Notwithstanding the foregoing, all Letters of Credit issued hereunder shall be subject to the customary procedures of the applicable Issuer.