Common use of Letter of Credit Requests Clause in Contracts

Letter of Credit Requests. (a) Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent and the respective Issuing Lender at least five Business Days' (or such shorter period as is acceptable to the respective Issuing Lender) written notice thereof. Each notice shall be in the form of Exhibit C (each a "Letter of Credit Request"). (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c), then such Issuing Lender shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and customary practices. Upon the issuance of, or amendment to, any Standby Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent in writing of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous week.

Letter of Credit Requests. (a) Whenever the a Borrower desires that a Letter of Credit be issued for its accountaccount or that an existing expiry date shall be extended, the Borrower Borrowers shall give deliver to the Administrative Agent and the respective Issuing Lender Bank their prior written request therefore not later than 12:00 noon (Central time) on at least five the second Business Days' (or such shorter period as is acceptable Day prior to the respective Issuing Lender) written notice thereofrequested issuance or extension date, as the case may be. Each notice such request shall be executed by the Borrowers and shall be in the form of Exhibit C F attached hereto (each together with the Application, a "Letter of Credit Request")) and, in the case of the issuance of any Letter of Credit, shall be accompanied by an Application therefor, completed to the satisfaction of the Bank, and such other certificates, documents and other papers and information as the Bank may reasonably request. Each Letter of Credit shall be denominated in Dollars, shall expire no later than the date specified in Section 2.3, shall not be in an amount greater than is permitted under Section 2.3(a) and shall be in such form as may be approved from time to time by the Bank and the Borrowers. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower Borrowers that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, of Section 2.01(c)2.3(a) and Article VII of this Agreement. Unless the respective Issuing Lender has received notice from Upon its issuance of any Lender before it issues a Letter of Credit that one or more the extension of the conditions specified in Section 5 or Section 6, as applicable, are not then satisfied, or that the issuance existing expiry date of such Letter of Credit would violate Section 2.01(c), then such Issuing Lender shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and customary practices. Upon the issuance of, or amendment to, any Standby Letter of Credit, as the Issuing Lender case may be, the Bank shall promptly notify the Administrative Agent in writing Borrowers of such issuance or amendment and such extension, which notice shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies a copy of any such issuance or amendment. With regards to Trade Letters amendment extending the existing expiry date of any Letter of Credit, as the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous weekcase may be.

Letter of Credit Requests. (a) Whenever the Borrower desires that a Letter of Credit be issued for its accounttheir account or that the existing expiration date shall be extended, the Borrower they shall give the Administrative Issuing Bank (with copies to be sent to the Agent and each other Revolving Credit Lender) (i) in the respective Issuing Lender case of a Letter of Credit to be issued, at least five (5) Business Days' ’ prior written request therefor and (or such shorter period as is acceptable ii) in the case of the extension of the existing expiry date of any Letter of Credit, at least five (5) Business Days prior to the respective date on which the Issuing Lender) written notice thereofBank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each notice such request shall be executed by the Borrower and shall be in the form of Exhibit C 3.02 attached hereto (each a "“Letter of Credit Request")”) and shall be accompanied by an Application for Letter of Credit therefor, completed to the reasonable satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank or the Agent may reasonably request. Each Letter of Credit shall be denominated in Dollars, shall expire no later than the date specified in Section 3.01, shall not be in an amount greater than is permitted under the clause (i) of Section 3.01(a) and shall be in such form as may be reasonably approved from time to time by the Issuing Bank and the Borrower. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)of this Agreement. Unless the respective Issuing Lender Bank has received notice from any Revolving Credit Lender before it issues the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, Article V are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c)this Agreement, then such the Issuing Lender Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with such the Issuing Lender's Bank’s usual and customary practices. Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the Issuing Lender Bank shall promptly notify the Administrative Borrower and the Agent in writing and the Agent shall notify each Revolving Credit Lender of such issuance or amendment and such notice extension, which notices shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies a copy of any such issuance or amendment. With regards to Trade Letters amendment extending the existing expiry date of any Letter of Credit, as the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous weekcase may be.

Letter of Credit Requests. (a) Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent and the respective Issuing Lender Bank at least five three Business Days' (or such shorter period as is acceptable to the respective Issuing LenderBank) written notice thereof. Each notice shall be in the form of Exhibit C (each a "Letter of Credit Request"). (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Lender Bank has received notice from any Lender Bank before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c), then such Issuing Lender Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing LenderBank's usual and customary practices. Upon the issuance of, of or amendment to, to any Standby Letter of Credit, the such Issuing Lender Bank shall promptly notify the Administrative Agent in writing each Bank of such issuance or amendment and such notice shall be accompanied by a copy of such issuance the issued Standby Letter of Credit or amendment, as the case may be. Upon receipt For Trade Letters of such noticeCredit on which the Issuing Bank is other than the Administrative Agent, the Issuing Bank will send to the Administrative Agent shall notify each Lenderby facsimile transmission, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, promptly on the first Business Day of each week, provide the daily aggregate Stated Amount of Trade Letters of Credit issued by such Issuing Bank and outstanding during the preceding week. The Administrative Agent shall deliver to each Bank, after each calendar month end and upon each payment of the Administrative Agent, by facsimileLetter of Credit Fee, a written report setting forth for the relevant period the daily aggregate Stated Amount of the aggregate daily all outstanding Trade Letters of Credit for the previous weekduring such period.

Letter of Credit Requests. (a) Whenever the Borrower Company desires that a Letter of Credit be issued for its accountaccount or that the existing expiry date shall be extended, the Borrower it shall give the Issuing Bank (with copies to be sent to the Administrative Agent and each Bank) (i) in the respective Issuing Lender case of a Letter of Credit to be issued, at least five (5) Business Days' prior written request therefor and (or such shorter period as is acceptable ii) in the case of the extension of the existing expiry date of any Letter of Credit, at least five (5) Business Days prior to the respective date on which the Issuing Lender) written notice thereofBank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each notice such request shall be executed by the Company and shall be in the form of Exhibit C 3.2 attached hereto (each a "Letter of Credit Request")) and shall be accompanied by an Application for Letter of Credit therefor, completed to the reasonable satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank or the Administrative Agent may reasonably request. Each Letter of Credit shall be denominated in U.S. dollars, shall expire no later than the date specified in Section 3.1, shall not be in an amount greater than is permitted under clause (i) of Section 3.1(a) and shall be in such form as may be reasonably approved from time to time by the Issuing Bank and the Company. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower Company that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)of this Agreement. Unless the respective Issuing Lender Bank has received notice from any Lender Bank before it issues the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, Article V are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c)this Agreement, then such the Issuing Lender Bank shall issue the requested Letter of Credit for the account of the Borrower Company in accordance with such the Issuing LenderBank's usual and customary practices. Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the Issuing Lender Bank shall promptly notify the Company and the Administrative Agent in writing and the Administrative Agent shall notify each Bank of such issuance or amendment and such notice extension, which notices shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendment. a copy of any amendment extending the existing expiry date of any Letter of Credit, as the case may be. (c) Upon receipt by a proposed Issuing Bank of such noticea Letter of Credit Request pursuant to Section 3.2(a) requesting the issuance of a Letter of Credit, (a) in the event the Administrative Agent is the proposed Issuing Bank, the Administrative Agent shall be the Issuing Bank with respect to such Letter of Credit, notwithstanding the fact that the Letter of Credit Obligations with respect to such Letter of Credit and with respect to all other Letters of Credit issued by the Administrative Agent, when aggregated with the Administrative Agent's outstanding Loans, may exceed the Administrative Agent's Commitments; and (b) in the event any other Bank is the proposed Issuing Bank, such Bank shall promptly notify each Lender, in writing, of such issuance or amendment the Company and if requested to by any Lender, the Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and (1) if such Bank so elects to issue such Letter of Credit, it shall provide be the Issuing Bank with respect thereto and (2) if such Bank fails to so promptly notify the Company and the Administrative Agent or declines to issue such Lender copies of any such issuance or amendment. With regards to Trade Letters Letter of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to Company may request the Administrative Agent, by facsimile, a written report of Agent or another Bank to be the aggregate daily outstanding Trade Letters Issuing Bank with respect to such Letter of Credit for in accordance with the previous weekprovisions of this Section 3.2.

Letter of Credit Requests. (a) Whenever the Borrower Company desires that a Letter of Credit be issued for its accountaccount or that the existing expiry date shall be extended, it shall (i) in the Borrower shall give the Administrative Agent and the respective Issuing Lender case of a Letter of Credit to be issued, at least five Business Days' prior written request therefor and (or such shorter period as is acceptable ii) in the case of the extension of the existing expiry date of any Letter of Credit, at least five days prior to the respective date on which the Issuing Lender) written notice thereofBank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each notice such request shall be executed by the Company and shall be in the form of Exhibit C 3.02 attached hereto (each a "Letter of Credit Request")) and shall be accompanied by an application for Letter of Credit therefor, completed to the satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank or any Bank (through the Agent) may reasonably request. Each Letter of Credit shall be denominated in U.S. dollars, shall expire no later than the date specified in Section 3.01, shall not be in an amount greater than is permitted under clauses (i) or (ii) of Section 3.01(a) and shall be in such form as may be reasonably approved from time to time by the Issuing Bank and the Company. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower Company that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)of this Agreement. Unless the respective Issuing Lender Bank has received notice from any Lender Bank before it issues the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, Article V are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c)this Agreement, then such the Issuing Lender shall Bank may issue the requested Letter of Credit for the account of the Borrower Company in accordance with such the Issuing LenderBank's usual and customary practices. Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the Issuing Lender Bank shall promptly notify the Administrative Company, the Agent in writing and each Bank of such issuance or amendment and such extension, which notice shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies a copy of any such issuance or amendment. With regards to Trade Letters amendment extending the existing expiry date of any Letter of Credit, as the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous weekcase may be.

Letter of Credit Requests. (a) Whenever the Borrower Company desires that a Letter of Credit be issued for its accountaccount or that the existing expiry date shall be extended, the Borrower it shall give the Administrative Issuing Bank (with copies to be sent to the Agent and each other Revolving Credit Lender) (i) in the respective Issuing Lender case of a Letter of Credit to be issued, at least five (5) Business Days' prior written request therefor and (or such shorter period as is acceptable ii) in the case of the extension of the existing expiry date of any Letter of Credit, at least five (5) Business Days prior to the respective date on which the Issuing Lender) written notice thereofBank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each notice such request shall be executed by the Company and shall be in the form of Exhibit C 3.02 attached hereto (each a "Letter of Credit Request")) and shall be accompanied by an Application for Letter of Credit therefor, completed to the reasonable satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank or the Agent may reasonably request. Each Letter of Credit shall be denominated in U.S. dollars, shall expire no later than the date specified in Section 3.01, shall not be in an amount greater than is permitted under clause (i) of Section 3.01(a) and shall be in such form as may be reasonably approved from time to time by the Issuing Bank and the Company. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower Company that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)of this Agreement. Unless the respective Issuing Lender Bank has received notice from any Revolving Credit Lender before it issues the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, Article V are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c)this Agreement, then such the Issuing Lender Bank shall issue the requested Letter of Credit for the account of the Borrower Company in accordance with such the Issuing LenderBank's usual and customary practices. Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the Issuing Lender Bank shall promptly notify the Administrative Company and the Agent in writing and the Agent shall notify each Revolving Credit Lender of such issuance or amendment and such notice extension, which notices shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies a copy of any such issuance or amendment. With regards to Trade Letters amendment extending the existing expiry date of any Letter of Credit, as the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous weekcase may be.

Letter of Credit Requests. (a) Whenever the Borrower an Account Party desires that a Letter of Credit be issued for its account, the Borrower such Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Lender at least five 3 Business Days' (or such shorter period as is acceptable to the respective such Issuing LenderLender in any given case) written notice thereofprior to the proposed date of issuance (which shall be a Business Day). Each notice shall be in the form of Exhibit C (each each, a "Letter of Credit Request"), including without limitation by specifying whether the requested Letter of Credit shall constitute a Multicurrency Facility Letter of Credit, or a Dollar Facility Letter of Credit and the Available Currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as such Issuing Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the U.S. Borrower or the Canadian Borrower, as the case may be, that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c3.01(c). Unless the respective Issuing Lender has received notice from any Lender the Required Lenders before it issues a Letter of Credit that one or more of the applicable conditions specified in Section 5 Sections 6 or Section 67, as applicablethe case may be, are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c3.01(c), then such Issuing Lender shall may issue the requested Letter of Credit for the account of the Borrower respective Account Party in accordance with such Issuing Lender's usual and customary practices. Upon the issuance of, or amendment to, any Standby Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent in writing of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous week.

Letter of Credit Requests. (a) Whenever the Borrower desires that a Letter of Credit be issued for its accountissued, the Borrower shall give the Administrative Agent and the respective Issuing Lender applicable Letter of Credit Issuer a Letter of Credit Request by no later than 1:00 p.m. at least five Business Days' two (2) (or such shorter period time as is acceptable may be agreed upon by the Administrative Agent and such Letter of Credit Issuer) Business Days prior to the respective Issuing Lender) written notice thereofproposed date of issuance. Each notice shall be executed by the Borrower, shall specify whether such Letter of Credit is to be a Revolving Letter of Credit or Term Letter of Credit and shall be in the form of Exhibit C G, or such other form (including by electronic or fax transmission) as agreed between the Borrower, the Administrative Agent and the applicable Letter of Credit Issuer (each a "“Letter of Credit Request"”). 147 AMERICAS 122173769123894352 (b) If the Borrower so requests in any applicable Letter of Credit Request, any Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension 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 (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by a Letter of Credit Issuer, the Borrower shall not be required to make a specific request to such Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Borrower and, in the case of Revolving Letters of Credit, the Revolving Credit Lenders, and in the case of Term Letters of Credit, the Lenders shall be deemed to have authorized (but may not require) such Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than, in the case of any Revolving Letter of Credit, the applicable Revolving L/C Maturity Date, and in the case of any Term Letter of Credit, the Term L/C Termination Date; provided, however, that such Letter of Credit Issuer shall not permit any such extension if (A) such Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) of either Sections 3.1(a) or (b), as applicable, or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied (or waived), and in each such case directing such Letter of Credit Issuer not to permit such extension. (bc) Each Letter of Credit Issuer shall, at least once each month, provide the Administrative Agent a list of all Letters of Credit (including any Existing Letter of Credit) issued by it that are outstanding at such time and specifying whether such Letters of Credit are Revolving Letters of Credit or Term Letters of Credit; provided that (i) upon written request from the Administrative Agent, such Letter of Credit Issuer shall thereafter notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Letter of Credit Issuer and specifying whether such Letters of Credit are Revolving Letters of Credit or Term Letters of Credit and (ii) the failure of a Letter of Credit Issuer to provide such list (A) shall not result in any liability of such Letter of Credit Issuer to any Person and (B) shall not impair or otherwise affect the liability or obligation of any Credit Party in respect of any Letter of Credit. (d) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 3.1(a)(ii) or Section 63.1(b)(ii), as applicable, are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c), then such Issuing Lender shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and customary practices. Upon the issuance of, or amendment to, any Standby Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent in writing of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous week.

Letter of Credit Requests. (a) Whenever the Borrower Company desires that a Letter of Credit be issued for its accountaccount or that the existing expiration date shall be extended, the Borrower it shall give the Administrative Issuing Bank (with copies to be sent to the Agent and each other Revolving Credit Lender) (i) in the respective Issuing Lender case of a Letter of Credit to be issued, at least five (5) Business Days' prior written request therefor and (or such shorter period as is acceptable ii) in the case of the extension of the existing expiry date of any Letter of Credit, at least five (5) Business Days prior to the respective date on which the Issuing Lender) written notice thereofBank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each notice such request shall be executed by the Company and shall be in the form of Exhibit C 3.02 attached hereto (each a "Letter of Credit Request")) and shall be accompanied by an Application for Letter of Credit therefor, completed to the reasonable satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank or the Agent may reasonably request. Each Letter of Credit shall be denominated in U.S. dollars, shall expire no later than the date specified in Section 3.01, shall not be in an amount greater than is permitted under the clause (i) of Section 3.01(a) and shall be in such form as may be reasonably approved from time to time by the Issuing Bank and the Company. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower Company that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)of this Agreement. Unless the respective Issuing Lender Bank has received notice from any Revolving Credit Lender before it issues the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, Article V are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c)this Agreement, then such the Issuing Lender Bank shall issue the requested Letter of Credit for the account of the Borrower Company in accordance with such the Issuing LenderBank's usual and customary practices. Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the Issuing Lender Bank shall promptly notify the Administrative Company and the Agent in writing and the Agent shall notify each Revolving Credit Lender of such issuance or amendment and such notice extension, which notices shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies a copy of any such issuance or amendment. With regards to Trade Letters amendment extending the existing expiry date of any Letter of Credit, as the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous weekcase may be.

Letter of Credit Requests. (a) Whenever the Borrower Company desires that a Letter of Credit be issued for its accountaccount or that the existing expiry date shall be extended, the Borrower it shall give the Issuing Bank (with copies to be sent to the Administrative Agent and each Bank) (i) in the respective Issuing Lender case of a Letter of Credit to be issued, at least five (5) Business Days' prior written request therefor and (or such shorter period as is acceptable ii) in the case of the extension of the existing expiry date of any Letter of Credit, at least five (5) Business Days prior to the respective date on which the Issuing Lender) written notice thereofBank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each notice such request shall be executed by the Company and shall be in the form of Exhibit C EXHIBIT 3.2 attached hereto (each a "LETTER OF CREDIT REQUEST") and shall be accompanied by an Application for Letter of Credit Request")therefor, completed to the reasonable satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank or the Administrative Agent may reasonably request. Each Letter of Credit shall be denominated in U.S. dollars, shall expire no later than the date specified in SECTION 3.1, shall not be in an amount greater than is permitted under clause (i) of SECTION 3.1(A) and shall be in such form as may be reasonably approved from time to time by the Issuing Bank and the Company. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower Company that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)of this Agreement. Unless the respective Issuing Lender Bank has received notice from any Lender Bank before it issues the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, ARTICLE V are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c)this Agreement, then such the Issuing Lender Bank shall issue the requested Letter of Credit for the account of the Borrower Company in accordance with such the Issuing LenderBank's usual and customary practices. Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the Issuing Lender Bank shall promptly notify the Company and the Administrative Agent in writing and the Administrative Agent shall notify each Bank of such issuance or amendment and such notice extension, which notices shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendment. a copy of any amendment extending the existing expiry date of any Letter of Credit, as the case may be. (c) Upon receipt by a proposed Issuing Bank of such noticea Letter of Credit Request pursuant to Section 3.2(a) requesting the issuance of a Letter of Credit, (a) in the event the Administrative Agent is the proposed Issuing Bank, the Administrative Agent shall be the Issuing Bank with respect to such Letter of Credit, notwithstanding the fact that the Letter of Credit Obligations with respect to such Letter of Credit and with respect to all other Letters of Credit issued by the Administrative Agent, when aggregated with the Administrative Agent's outstanding Loans, may exceed the Administrative Agent's Commitments; and (b) in the event any other Bank is the proposed Issuing Bank, such Bank shall promptly notify each Lender, in writing, of such issuance or amendment the Company and if requested to by any Lender, the Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and (1) if such Bank so elects to issue such Letter of Credit, it shall provide be the Issuing Bank with respect thereto and (2) if such Bank fails to so promptly notify the Company and the Administrative Agent or declines to issue such Lender copies of any such issuance or amendment. With regards to Trade Letters Letter of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to Company may request the Administrative Agent, by facsimile, a written report of Agent or another Bank to be the aggregate daily outstanding Trade Letters Issuing Bank with respect to such Letter of Credit for in accordance with the previous weekprovisions of this Section 3.2.

Letter of Credit Requests. (a) Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower it shall give the respective Issuing Bank (with copies to be sent to the Administrative Agent and the respective Issuing Lender other Banks) at least five two Business Days' (or such shorter period as is acceptable to the respective Issuing Lender) Days prior written notice thereofrequest therefor. Each notice such request shall be executed by the Borrower and shall be in the form of Exhibit C attached hereto (each a "Letter of Credit Request"). (b) . The making execution and delivery of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)2.01. (b) Prior to issuing any Letter of Credit, the respective Issuing Bank shall request confirmation, by telephone or in writing, from the Administrative Agent, and the Administrative Agent shall provide such confirmation, that the issuance of such Letter of Credit would not cause the aggregate outstanding principal amount of the Loans plus the amount of Letter of Credit Outstandings to exceed the Total Commitment then in effect. Unless the respective Issuing Lender Bank has received notice from any Lender the Administrative Agent or the Required Banks, which notice has not been rescinded, before it issues a any Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, are applicable to such Credit Event is not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c)2.01, then such Issuing Lender shall Bank may issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing LenderBank's usual and customary practicespractices on the date requested by the Borrower. Upon the its issuance of, or amendment to, of any Standby Letter of Credit, the such Issuing Lender Bank shall promptly notify the Administrative Agent in writing of such issuance or amendment and such issuance, which notice to the Administrative Agent shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters Letter of Credit for the previous weekactually issued.

Letter of Credit Requests. (a) Whenever the Borrower desires that a Revolving Letter of Credit or Term Letter of Credit be issued for its accountissued, the Borrower shall give the Administrative Agent and the respective Issuing Lender applicable L/C Issuer a Letter of Credit Request by no later than 1:00 p.m. at least five Business Days' three (or such shorter period time as is acceptable may be agreed upon by the Administrative Agent and such L/C Issuer) Business Days prior to the respective Issuing Lender) written notice thereofproposed date of issuance. Each notice shall be executed by the Borrower, shall specify whether such letter of credit is to be a Revolving Letter of Credit or Term Letter of Credit and shall be in the form of Exhibit G, or such other form (including by electronic or fax transmission) as agreed between the Borrower, the Administrative Agent and the applicable L/C Issuer (each a "“Letter of Credit Request"”). (b) If the Borrower so requests in any applicable Letter of Credit Request, any L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by 122 giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by a L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Borrower and, in the case of Revolving Letters of Credit, the Revolving Lenders, and in the case of Term Letters of Credit, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than, in the case of any Revolving Letter of Credit, the applicable Revolving L/C Maturity Date, and in the case of any Term Letter of Credit, the Term L/C Termination Date; provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) of either Sections 3.1(a) or (b), as applicable, or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date from the Administrative Agent or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied (or waived), and in each such case directing such L/C Issuer not to permit such extension. (c) Each L/C Issuer shall, at least once each month, provide the Administrative Agent a list of all Letters of Credit (including any Existing Letter of Credit) issued by it that are outstanding at such time and specifying whether such Letters of Credit are Revolving Letters of Credit or Term Letters of Credit; provided that (i) upon written request from the Administrative Agent, such L/C Issuer shall thereafter notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer and specifying whether such Letters of Credit are Revolving Letters of Credit or Term Letters of Credit and (ii) the failure of a L/C Issuer to provide such list (A) shall not result in any liability of such L/C Issuer to any Person and (B) shall not impair or otherwise affect the liability or obligation of any Credit Party in respect of any Letter of Credit. (d) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 3.1(a)(ii) or Section 63.1(b)(ii), as applicable, are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c), then such Issuing Lender shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and customary practices. Upon the issuance of, or amendment to, any Standby Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent in writing of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous week.

Letter of Credit Requests. (ai) Whenever the a Borrower desires that a Letter of Credit be issued for its accountor that an existing Letter of Credit shall be amended, renewed or extended, it shall deliver to the Borrower shall give the Administrative Agent applicable Issuing Bank and the respective Issuing Lender Applicable Agent its prior written request therefor not later than 12:00 noon, Local Time, at least five the location of the Applicable Agent, (i) in the case of a Letter of Credit to be issued or amended that is or is to be in US Dollars, not later than the second Business Days' (or such shorter period as is acceptable Day prior to the respective requested issuance or amendment date, (ii) in the case of a Letter of Credit to be issued or amended that is or is to be in Canadian Dollars, not later than the third Business Day prior to the requested issuance or amendment date, (iii) in the case of a Letter of Credit to be issued or amended that is or is to be in Euro or Sterling, not later than the third Business Day prior to the requested issuance or amendment date, and (iv) in the case of the extension of the existing expiry date of any Letter of Credit, not later than the third Business Day prior to the date on which such Issuing Lender) written notice thereofBank must notify the beneficiary thereof that such Issuing Bank does not intend to extend such existing expiry date. Each notice such request for an issuance, renewal, extension or amendment increasing the amount thereof shall be in the form of Exhibit C F (each a "“Letter of Credit Request"”) and, in the case of the issuance of any Letter of Credit, shall be accompanied by an Application therefor, completed to the satisfaction of the applicable Issuing Bank, and such other certificates, documents and other papers and information as the applicable Issuing Bank or any Lender (through the Administrative Agent) may reasonably request. Each Letter of Credit shall expire no later than the date specified in Section 2.7(a)(iii), shall not be in an amount greater than is permitted under Section 2.7(a) and shall be in such form as may be approved from time to time by the applicable Issuing Bank and the Applicable Borrower. Promptly upon its receipt of a Letter of Credit Request, and, if applicable, the related Application, the Applicable Agent shall so notify the Lenders and the Administrative Agent. It is agreed that an Application may be delivered by electronic transfer. (bii) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Applicable Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)this Agreement. Unless the respective an Issuing Lender Bank has received notice from an Agent or any Lender (with a copy thereof to be simultaneously sent to the Borrower), before it issues or amends the respective Letter of Credit or renews or extends the existing expiry date of a Letter of Credit Credit, that one or more of the applicable conditions specified in Section 5 or Section 6, as applicable, 8.3 are not then satisfied, or that the issuance issuance, renewal, extension or amendment of such Letter of Credit would violate Section 2.01(c)this Agreement, then such Issuing Lender shall Bank may issue the requested Letter of Credit for the account of the Applicable Borrower in accordance with this Agreement and such Issuing Lender's Bank’s usual and customary practices; provided that no Issuing Bank shall be required to issue any Letter of Credit earlier than two (2) Business Days after its receipt of the Letter of Credit Request and the related Application therefor and all other certificates, documents and other papers and information relating thereto pursuant to the immediately preceding clause (i). Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the applicable Issuing Lender Bank shall promptly notify the Applicable Borrower and the Administrative Agent in writing of such issuance or amendment and such extension, which notice shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendmenta copy of any amendment extending the existing expiry date of any Letter of Credit, as the case may be. Upon Promptly upon its receipt of such noticedocuments, the Administrative Applicable Agent shall notify each Lender, in writing, of such issuance or amendment Lender and if requested to by any Lender, the Administrative Agent of the issuance of such Letter of Credit or the extension of such expiry date, as the case may be, and shall provide to such Lender deliver copies of any such issuance or amendment. With regards documents to Trade Letters of Credit, the Issuing each applicable Lender shall, on the first Business Day of each week, provide to and the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous week.

Letter of Credit Requests. (a) Whenever the a Borrower desires that a Letter of Credit be issued for its accountaccount or that an existing expiry date shall be extended, the Borrower Parent, on behalf of such Borrower, shall give deliver to the Administrative Agent and its prior written request therefor not later than 11:30 a.m. (Houston time) (i) in the respective Issuing Lender case of a Letter of Credit to be issued, on at least five the fifth (5th) Business Days' (or such shorter period as is acceptable Day prior to the respective requested issuance date and (ii) in the case of the extension of the existing expiry date of any Letter of Credit, on at least the fifth (5th) Business Day prior to the date on which the Issuing Lender) written notice thereofBank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each notice such request shall be executed by the Parent on behalf of such Borrower and shall be in the form of Exhibit C EXHIBIT F attached hereto (each a "Letter of Credit Request")) and, in the case of the issuance of any Letter of Credit, shall be accompanied by an Application therefor, completed to the satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank or any Bank (through the Agent) may reasonably request. Each Letter of Credit shall be denominated in Dollars, shall not be for a Stated Amount less than $50,000, shall expire no later than the date specified in Section 2.3, shall not be in an amount greater than is permitted under Section 2.3(a) and shall be in such form as may be approved from time to time by the Issuing Bank and the applicable Borrower. Promptly upon its receipt of a Letter of Credit Request, and, if applicable, the related Application, the Agent shall so notify the other Banks. (b) The making of each Letter of Credit Request shall be deemed to be a joint and several representation and warranty by the Borrower Borrowers that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)this Agreement. Unless the respective Issuing Lender Bank has received notice from the Agent or any Lender Bank before it issues the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the applicable conditions specified in Section 5 or Section 6, as applicable, 8 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c)this Agreement, then such the Issuing Lender Bank shall issue the requested Letter of Credit for the account of the applicable Borrower in accordance with such this Agreement and the Issuing LenderBank's usual and customary practices; PROVIDED, HOWEVER, that the Issuing Bank shall not be required to issue any Letter of Credit earlier than five (5) Business Days after its receipt of the Letter of Credit Request and the related Application therefor and all other certificates, documents and other papers and information relating thereto. Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the Issuing Lender Bank shall promptly notify the Administrative Agent in writing Parent of such issuance or amendment and such extension, which notice shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendmenta copy of any amendment extending the existing expiry date of any Letter of Credit, as the case may be. Upon Promptly upon its receipt of such noticedocuments, the Administrative Agent shall notify each Lender, in writing, Bank of the issuance of such issuance Letter of Credit or amendment the extension of such expiry date, as the case may be, and if requested to by upon the request of any Lender, the Administrative Agent Bank shall provide deliver copies of such documents to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous weekBank.

Letter of Credit Requests. (a) Whenever the Borrower desires Borrowers desire that a Letter of Credit be issued for its accountby an Issuing Lender, the Borrower they shall give the Administrative Agent have (x) executed and delivered to the respective Issuing Lender (with copies having been sent to the Administrative Agent) at least five Business Days' Days prior to the issuance thereof (or such shorter period as is may be acceptable to the respective Issuing Lender) written notice thereof. Each notice shall be ), a Letter of Credit Request in the form of Exhibit C C-1 attached hereto (each a "Letter of Credit Request") and (y) in the case of requests for the issuance of trade Letters of Credit (and, to the extent requested by the respective Issuing Lender, standby Letters of Credit), completed and executed a letter of credit application in the form customarily used by such Issuing Lender for trade or standby letters of credit, as applicable, or in such other form as the Administrative Agent and the Issuing Lender shall request. Letter of Credit Requests shall be given in writing (including, to the extent consented to by the respective Issuing Lender, by electronic transmission), or in the case of requests of trade Letters of Credit, by telephone, if promptly confirmed in writing, provided that (I) if the express provisions of any letter of credit application conflict with the express provisions of this Agreement, the provisions of this Agreement shall control to the extent of such conflict and (II) no event (other than the failure to reimburse any Drawing as provided for in Section 3.05) which constitutes a default under any application shall constitute an Event of Default hereunder solely by reason of any default provisions contained in such application. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower Borrowers that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c3.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c3.01(c), then such Issuing Lender shall may issue the requested Letter of Credit for the joint and several account of the Borrower Borrowers in accordance with such Issuing Lender's usual and customary practices. Upon the its issuance of, or modification or amendment to, any Standby Letter of Credit, the such Issuing Lender shall promptly notify the Administrative Agent in writing of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such noticeBorrowers, the Administrative Agent shall notify and each Lender, in writing, Lender of such issuance or amendment and if requested to by any Lenderissuance, the Administrative Agent shall provide to such Lender copies of any such issuance modification or amendment. With regards Notwithstanding anything to Trade Letters of Creditthe contrary contained in this Agreement, in the event that a Lender Default exists, no Issuing Lender shall, on shall be required to issue any Letter of Credit unless such Issuing Lender has entered into arrangements satisfactory to it and the first Business Day of each week, provide Borrowers to eliminate such Issuing Lender's risk with respect to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade participation in Letters of Credit for by the previous weekDefaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage or Percentages of the Letter of Credit Outstandings.

Letter of Credit Requests. (a) Whenever the Borrower desires that a Letter of Credit be issued for its accountissued, the Borrower shall give the Administrative Agent and the respective Issuing Lender applicable Letter of Credit Issuer a Letter of Credit Request by no later than 1:00 p.m. at least five Business Days' two (2) (or such shorter period time as is acceptable may be agreed upon by the Administrative Agent and such Letter of Credit Issuer) Business Days prior to the respective Issuing Lender) written notice thereofproposed date of issuance. Each notice shall be executed by the Borrower, shall specify whether such Letter of Credit is to be a Revolving Letter of Credit or Term Letter of Credit and shall be in the form of Exhibit C G, or such other form (including by electronic or fax transmission) as agreed between the Borrower, the Administrative Agent and the applicable Letter of Credit Issuer (each a "“Letter of Credit Request"”). 144 (b) If the Borrower so requests in any applicable Letter of Credit Request, any Letter of Credit Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension 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 (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by a Letter of Credit Issuer, the Borrower shall not be required to make a specific request to such Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Borrower and, in the case of Revolving Letters of Credit, the Revolving Credit Lenders, and in the case of Term Letters of Credit, the Lenders shall be deemed to have authorized (but may not require) such Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than, in the case of any Revolving Letter of Credit, the applicable Revolving L/C Maturity Date, and in the case of any Term Letter of Credit, the Term L/C Termination Date; provided, however, that such Letter of Credit Issuer shall not permit any such extension if (A) such Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) of either Sections 3.1(a) or (b), as applicable, or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied (or waived), and in each such case directing such Letter of Credit Issuer not to permit such extension. (bc) Each Letter of Credit Issuer shall, at least once each month, provide the Administrative Agent a list of all Letters of Credit (including any Existing Letter of Credit) issued by it that are outstanding at such time and specifying whether such Letters of Credit are Revolving Letters of Credit or Term Letters of Credit; provided that (i) upon written request from the Administrative Agent, such Letter of Credit Issuer shall thereafter notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Letter of Credit Issuer and specifying whether such Letters of Credit are Revolving Letters of Credit or Term Letters of Credit and (ii) the failure of a Letter of Credit Issuer to provide such list (A) shall not result in any liability of such Letter of Credit Issuer to any Person and (B) shall not impair or otherwise affect the liability or obligation of any Credit Party in respect of any Letter of Credit. (d) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 3.1(a)(ii) or Section 63.1(b)(ii), as applicable, are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01(c), then such Issuing Lender shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and customary practices. Upon the issuance of, or amendment to, any Standby Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent in writing of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous week.

Letter of Credit Requests. (ai) Whenever the Borrower desires that a Letter of Credit be issued for its accountaccount or that an existing expiry date shall be extended, it shall deliver to the Borrower shall give Agent its prior written request therefor not later than 11:30 a.m. (Houston time) (i) in the Administrative Agent and the respective Issuing Lender case of a Letter of Credit to be issued or amended, on at least five the second (2nd) Business Days' (or such shorter period as is acceptable Day prior to the respective requested issuance or amendment date and (ii) in the case of the extension of the existing expiry date of any Letter of Credit, on at least the second (2nd) Business Day prior to the date on which the Issuing Lender) written notice thereofBank must notify the beneficiary thereof that the Issuing Bank does not intend to extend such existing expiry date. Each notice such request for an issuance, renewal, extension or amendment increasing the amount thereof shall be in the form of Exhibit C B attached hereto (each a "Letter of Credit Request") and, in the case of the issuance of any Letter of Credit, shall be accompanied by an Application therefor, completed to the satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank or any Bank (through the Agent) may reasonably request. Each Letter of Credit shall expire no later than the date specified in Section 2.4(a)(iv), shall not be in an amount greater than is permitted under Section 2.4(a) and shall be in such form as may be approved from time to time by the Issuing Bank and the Borrower. Promptly upon its receipt of a Letter of Credit Request, and, if applicable, the related Application, the Agent shall so notify the other Banks. It is agreed that an Application may be delivered by electronic transfer. (bii) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.01(c)this Agreement. Unless the respective Issuing Lender Bank has received notice from the Agent or any Lender Bank (with a copy thereof to be simultaneously sent to the Borrower) before it issues or amends the respective Letter of Credit or extends the existing expiry date of a Letter of Credit that one or more of the applicable conditions specified in Section 5 or Section 6, as applicable, 8 are not then satisfied, or that the issuance issuance, renewal, extension or amendment of such Letter of Credit would violate Section 2.01(c)this Agreement, then such the Issuing Lender shall Bank may issue the requested Letter of Credit for the account of the Borrower in accordance with such this Agreement and the Issuing LenderBank's usual and customary practices; provided, however, that the Issuing Bank shall not be required to issue any Letter of Credit earlier than two (2) Business Days after its receipt of the Letter of Credit Request and the related Application therefor and all other certificates, documents and other papers and information relating thereto. Upon its issuance of any Letter of Credit or the issuance of, or amendment to, extension of the existing expiry date of any Standby Letter of Credit, as the case may be, the Issuing Lender Bank shall promptly notify the Administrative Agent in writing Borrower of such issuance or amendment and such extension, which notice shall be accompanied by a copy of such issuance the Letter of Credit actually issued or amendmenta copy of any amendment extending the existing expiry date of any Letter of Credit, as the case may be. Upon Promptly upon its receipt of such noticedocuments, the Administrative Agent shall notify each Lender, in writing, Bank of the issuance of such issuance Letter of Credit or amendment the extension of such expiry date, as the case may be, and if requested to by upon the request of any Lender, the Administrative Agent Bank shall provide deliver copies of such documents to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a written report of the aggregate daily outstanding Trade Letters of Credit for the previous weekBank.