Common use of Letter of Credit Issuance Procedures Clause in Contracts

Letter of Credit Issuance Procedures. By delivering to the applicable Administrative Agent an appropriate Issuance Request not later than 12:00 noon on a Business Day, the applicable Borrower may from time to time irrevocably request on not less than three nor more than ten 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 period is agreed to by the applicable Issuer, in its sole discretion), that the applicable Issuer issue, or extend the Stated Expiry Date of, a Letter of Credit on behalf of such Borrower (whether issued for the account of or on behalf of such Borrower or any Subsidiary in accordance with Section 2.1.2(a)) in such form as may be requested by such Borrower and approved by such Issuer (such approval not to be unreasonably withheld), solely for the purposes described in Section 7.1.7. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, (a) the U.S. Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each U.S. Letter of Credit issued hereunder and (b) the Canadian Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each Canadian Letter of Credit issued hereunder (in each case, whether the account party on such Letter of Credit is such Borrower or, in the case of (x) any U.S. Letter of Credit, a Subsidiary or (y) any Canadian Letter of Credit, a Canadian Subsidiary) and shall be obligated to reimburse the Issuer of such Letter of Credit in accordance with the reimbursement provisions herein. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) 30 days prior to the applicable Revolving Loan Commitment Termination Date in the case of standby Letters of Credit or 10 days prior to the applicable Revolving Loan Commitment Termination Date in the case of trade Letters of Credit or (ii) (unless otherwise agreed to by the applicable Issuer, in its sole discretion), 364 days from the date of its issuance or extension. Subject to the limitations set forth in clause (i) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended; provided that, any such "evergreen" provision must permit the applicable Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. The Issuer of a Letter of Credit hereunder will make available to the beneficiary thereof the original of such Letter of Credit which it issues.

Letter of Credit Issuance Procedures. By delivering to the applicable Administrative Agent an appropriate Issuance Request not later than 12:00 noon on a or before 1:00 p.m., Applicable Time, on any Business DayDay occurring prior to the Commitment Termination Date, the applicable any Borrower 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 three nor more than ten two Business Days' ’ notice in (or such shorter period as may be agreed to by the case of an initial issuance of a Letter of CreditAdministrative Agent), and not less than three Business Days' 30 days prior notice in to the case Commitment Termination Date. Upon receipt of a request for an Issuance Request, the extension of Administrative Agent shall promptly on the Stated Expiry Date of a Letter of Credit (in each case, unless a shorter notice period is agreed to by the applicable Issuer, in its sole discretion), that same day notify the applicable Issuer issue, or extend the Stated Expiry Date of, a Letter of Credit on behalf of such Borrower (whether issued for the account of or on behalf of such Borrower or any Subsidiary in accordance with Section 2.1.2(a)) in such form as may be requested by such Borrower and approved by such Issuer (such approval not to be unreasonably withheld), solely for the purposes described in Section 7.1.7. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, (a) the U.S. Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each U.S. Letter of Credit issued hereunder and (b) the Canadian Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each Canadian Letter of Credit issued hereunder (in each case, whether the account party on such Letter of Credit is such Borrower or, in the case of (x) any U.S. Letter of Credit, a Subsidiary or (y) any Canadian Letter of Credit, a Canadian Subsidiaryif other than Scotia Capital) and shall be obligated to reimburse the Issuer of such Letter of Credit in accordance with the reimbursement provisions hereineach 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 a date the earlier of (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) 30 days prior to the applicable Revolving Loan Commitment Termination Date in the case of standby Letters of Credit or 10 days prior to the applicable Revolving Loan Commitment Termination Date in the case of trade Letters of Credit or (ii) (unless otherwise agreed to by the applicable Issuer, in its sole discretion), 364 days ) one year from the date of its issuance thereof or extension(ii) the Commitment Termination Date. Subject to The relevant Borrower and the limitations set forth in clause (i) above, a relevant Issuer may amend or modify any issued Letter of Credit may, if required by upon written notice to the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extendedAdministrative Agent only; provided that, that (A) any such "evergreen" provision must permit the applicable Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance 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) by giving prior notice to any amendment constituting an increase in the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time Stated Amount of such Letter of Credit is issued. The Issuer shall be deemed a request for the issuance of a new Letter of Credit hereunder 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 which it issuesCredit.

Letter of Credit Issuance Procedures. By delivering to the applicable Administrative Agent an appropriate Issuance Request not later than 12:00 noon on a Business Day, the applicable Borrower may from time to time irrevocably request on not less than three nor more than ten Business Days' notice notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three Business Days' prior notice 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 period is agreed to by the applicable Issuer, in its sole discretion), that the applicable such Issuer issue, or extend the Stated Expiry Date of, a Letter of Credit on behalf of such the Borrower (whether issued for the account of or on behalf of such the Borrower or any Subsidiary in accordance with Section 2.1.2(a)Subsidiary) in such form as may be requested by such the Borrower and approved by such Issuer (such approval not to be unreasonably withheld), solely for the purposes described in Section 7.1.7. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, (a) the U.S. Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each U.S. Letter of Credit issued hereunder and (b) the Canadian Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each Canadian such Letter of Credit issued hereunder (in each case, whether the account party on such Letter of Credit is such the Borrower or, in the case of (x) any U.S. Letter of Credit, or a Subsidiary or (y) any Canadian Letter of Credit, a Canadian Subsidiary) and shall be obligated to reimburse the Issuer of such Letter of Credit in accordance with the reimbursement provisions herein. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) 30 days prior to the applicable Revolving Loan Commitment Termination Date in the case of standby Letters of Credit or 10 days prior to the applicable Revolving Loan Commitment Termination Date in the case of trade Letters of Credit or (ii) (unless otherwise agreed to by the applicable Issuer, in its sole discretion), 364 days from the date of its issuance or extension. Subject to the limitations set forth in clause (i) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended; provided that, any such "evergreen" provision must permit the applicable Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issuedissuance. The Issuer of a Letter of Credit hereunder will make available to the beneficiary thereof the original of such Letter of Credit which it issues.

Letter of Credit Issuance Procedures. By delivering to an Issuer and the applicable Administrative Agent an appropriate Issuance Request not later than on or before 12:00 noon noon, New York City time, on a Business Day, the applicable Borrower may Company may, from time to time irrevocably request request, on not less than three nor more than ten Business Days' ’ notice (or such shorter or longer notice as may be acceptable to such Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' ’ notice (unless a shorter or longer notice period is acceptable to such Issuer) prior notice 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 (in each case, unless a shorter notice period is agreed to by the applicable Issuer, in its sole discretion)Credit, that the applicable such Issuer issue, or extend the Stated Expiry Date of, a as the case may be, an irrevocable Letter of Credit on behalf of such any Borrower (whether issued for the account of or on behalf of such Borrower or any Subsidiary in accordance with Section 2.1.2(a)) in such form as may be requested by such Borrower the Borrowers and approved by such Issuer 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 Date and (b) one year from the date of such approval not to be unreasonably withheld), solely for the purposes described in Section 7.1.7extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, (a) the U.S. 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 U.S. Letter of Credit issued hereunder and (b) the Canadian Borrower hereby acknowledges and agrees that it shall be deemed to be the obligor for purposes of each Canadian such Letter of Credit issued hereunder (in each case, whether the account party on such Letter of Credit is such Borrower oror any other Borrower). Upon timely receipt of an Issuance Request and subject to all other terms and conditions of this Agreement, in the case of (x) any U.S. Letter of Credit, a Subsidiary or (y) any Canadian Letter of Credit, a Canadian Subsidiary) Administrative Agent shall promptly notify the relevant Issuer and each Lender thereof and shall be obligated to reimburse cause: (i) the Issuer of such Letter of Credit in accordance requested by the Issuance Request to be issued and (ii) the relevant Issuer to (A) comply with the reimbursement provisions hereinterms 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 stated to expire on a date (its "each, a “Stated Expiry Date"”) no later than the earlier to occur of (i) 30 days prior to the applicable Revolving Loan Commitment Termination Date in the case of standby Letters of Credit or 10 days prior to the applicable Revolving Loan Commitment Termination Date in the case of trade Letters of Credit or (ii) (unless otherwise agreed to by the applicable Issuer, in its sole discretion), 364 days one year from the date of its issuance or extension. Subject to the limitations set forth in clause (i) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended; provided that, any such "evergreen" provision must permit the applicable Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. The Issuer of a Letter of Credit hereunder will make available to the beneficiary thereof the original of such Letter of Credit which it issuesissuance.

Letter of Credit Issuance Procedures. By delivering to the applicable Administrative Agent an appropriate Issuance Request not later than on or before 12:00 noon on a Business Day, the applicable Borrower Borrowers may from time to time irrevocably request on not less than three nor more than ten Business Days' notice ’ notice, in the case of an initial issuance of a Letter of Credit, Credit and not less than three Business Days' ’ prior notice 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 period is agreed to by the applicable relevant Issuer, in its sole discretion), that the applicable an Issuer issue, or extend the Stated Expiry Date of, a Letter of Credit on behalf of such Borrower (whether issued for the account of or on behalf of such Borrower or any Subsidiary in accordance with Section 2.1.2(a)) in such form as may be requested by such the applicable Borrower and approved by such Issuer (such approval not to be unreasonably withheld)Issuer, solely for the purposes described in Section 7.1.7. Notwithstanding anything Upon receipt of an Issuance Request, the Administrative Agent shall notify the Company and the Issuer whether, after giving effect to the contrary contained herein or in any separate application for any issuance of the applicable Letter of Credit, (a) the U.S. Borrower hereby acknowledges and agrees that it shall be deemed to be Dollar Equivalent (determined as of the obligor for purposes most recent Revaluation Date) of each U.S. the aggregate amount of all Letter of Credit issued hereunder Outstandings would exceed the then existing Letter of Credit Commitment Amount and (b) the Canadian Borrower hereby acknowledges and agrees that it shall be deemed to be sum of the obligor for purposes aggregate amount of each Canadian all Letter of Credit issued hereunder (in each case, whether Outstandings plus the account party on such Letter aggregate principal amount of Credit is such Borrower or, in all Revolving Loans and Swingline Loans then outstanding would exceed the case of (x) any U.S. Letter of Credit, a Subsidiary or (y) any Canadian Letter of Credit, a Canadian Subsidiary) and shall be obligated to reimburse the Issuer of such Letter of Credit in accordance with the reimbursement provisions hereinthen existing Revolving Loan Commitment Amount. Each Letter of Credit shall by its terms be stated to expire on a date (its "“Stated Expiry Date"”) no later than the earlier to occur of (i) 30 days five Business Days prior to the applicable Revolving Loan Commitment Termination Date in the case of standby Letters of Credit or 10 days prior to the applicable Revolving Loan Commitment Termination Date in the case of trade Letters of Credit or and (ii) (unless otherwise agreed to by the applicable an Issuer, in its sole discretion), 364 days thirteen months from the date of its issuance or extension. Subject issuance; provided, that any Letter of Credit may provide for renewal periods of up to one year so long as such renewal periods do not exceed the limitations date set forth in clause (i) above, a Letter of Credit may, if required by the beneficiary thereof, contain "evergreen" provisions pursuant to which the Stated Expiry Date shall be automatically extended; provided that, any such "evergreen" provision must permit the applicable ). Each Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. The Issuer of a Letter of Credit hereunder will make available to the beneficiary thereof the original of such the Letter of Credit which it issues. Notwithstanding the foregoing, all Letters of Credit issued hereunder shall be subject to the customary procedures of the applicable Issuer.