Common use of Notice of Issuance, Amendment, Extension; Certain Conditions Clause in Contracts

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any Class), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such Class, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimit.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice written Letter of Credit Request in substantially the form of Exhibit B-2 attached hereto and signed by the Borrower requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application and/or a reimbursement agreement on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit Credit, the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000the LC Sublimit, (ii) the portion sum of the LC Exposure attributable to Letters of total Revolving Credit issued by an Issuing Bank will Exposures shall not exceed such Issuing Bank’s LC Commitmentthe total Commitments, (iii) no Lender’s the LC Exposure of the applicable Issuing Bank shall not exceed the LC Sublimit applicable to such Issuing Bank and (iv) the Revolving Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class Issuing Bank shall not exceed the total Commitments Commitment of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitIssuing Bank.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any Class(other than an automatic extension permitted pursuant to Section 2.3.3), the applicable Borrower Company shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bankrecipient) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the requested date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.3.3), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be requested by the applicable Issuing Bank as necessary to enable such Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also Company shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case as required by the applicable Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each such agreement or application, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended or extended only if (and upon each issuance, amendment or extension of each any Letter of Credit the applicable Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall will not exceed $100,000,00050,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an any Issuing Bank will not exceed the Letter of Credit Commitment of such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Lender will have Exposure of the applicable Class shall exceed greater than its Commitment of such Class, and (iv) the total Credit Exposures of the applicable Class shall Loan Availability will not exceed the total Commitments Total Outstandings. The Company may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Class or Issuing Bank; provided that the Company shall not reduce the Letter of Credit Commitment of any other limitation Issuing Bank if, after giving effect to such reduction, the condition set forth in clauses (i) through (iv) above shall not be satisfied. Each Issuing Bank agrees that it shall not permit any issuance, amendment or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof as required under Section 2.3.13. Notwithstanding the foregoing, no Issuing Bank shall be required to issue a commercial or trade Letter of Credit unless otherwise agreed between the Company and the applicable Incremental Facility AgreementIssuing Bank, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitits sole discretion.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any Class), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such Class, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,00075,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimit.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension (other than an automatic extension permitted pursuant to paragraph (c) of this Section 2.04) of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent Agent, prior to 12:00 Noon, New York City time, at least three (reasonably 3) Business Days (or such shorter period of time as the applicable Issuing Bank may agree in advance of its sole discretion) prior to the requested date of issuance, amendment or extension, a notice: (i) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and ; (ii) specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04), ; (iv) specifying the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated ; and (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”) in connection with any request for a Letter of Credit (other than an Existing Letter of Credit). A Letter of Credit shall be issued, amended or extended by an Issuing Bank only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000extension, (iia) the portion of the Total LC Exposure attributable to Letters of Credit issued by an such Issuing Bank will not not, unless such Issuing Bank shall so agree in its sole discretion, exceed the LC Issuance Limit of such Issuing Bank’s LC Commitment, (iiib) the Total LC Exposure will not exceed the Maximum LC Issuance Amount, (c) no Lender’s Credit Exposure of the applicable Class shall will exceed its Commitment of such Class, and (ivd) the total Total Credit Exposures of the applicable Class shall Exposure will not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitCommitments.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by approved electronic communication, if communication pursuant to arrangements for doing so that have been approved by the relevant Issuing Bank) to the relevant respective Issuing Bank to such Issuing Bank selected by such Borrower and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 3.03), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of all Borrowers at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters total Letter of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, Commitments and (iii) no Lender’s Extensions of Credit shall exceed its Commitment. The Borrowers may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrowers shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to such Issuing Bank; (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; or (iii) after giving effect to such issuance, amendment or extension, the LC Exposure of the applicable Class shall Issuing Bank would exceed its the Letter of Credit Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitIssuing Bank.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable requesting Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, (A) the date of issuance, amendment or extension (which shall be a Business Day), (B) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04(c)), (C) the Class and amount of such Letter of Credit, (D) the currency Available Currency in which such Letter of Credit shall is to be denominated denominated, (E) the Revolving Facility under which shall such Letter of Credit is to be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement)issued, (F) the name and address of the beneficiary thereof and (G) such other information as shall be necessary to prepareissue, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable requesting Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable requesting Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) (x) the aggregate undrawn Dollar Equivalent amount of all outstanding Letters of Credit issued by such Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters total Letter of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC CommitmentCommitments, (iii) no Lender’s Revolving Credit Exposure of the applicable Class shall exceed its Commitment of such ClassRevolving Commitment, (iv) the total Revolving Credit Exposures Exposure of the applicable Class all Lenders with respect to a certain Borrower shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, relevant Revolving Sublimit and (v) the Aggregate Credit LC Exposure under all Revolving Facilities shall not exceed $30,000,000; it being understood that, for purposes of determining compliance with the Maximum Borrowing Amount foregoing clauses (i) through (v), the Agent shall calculate the Dollar Equivalent with respect to any Letter of Credit requested to be denominated in any Alternative Currency promptly after the requesting Borrower delivers a notice requesting such Letter of Credit and on each Determination Date, in each case in accordance with Section 1.03. The applicable Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrowers shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (vii) through (v) above shall not be satisfied. Upon the issuance of any Letter of Credit or increase in the amount of a Letter of Credit, the U.S. Borrower shall promptly notify the Agent thereof. Additionally, an Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the total issuance, amendment or extension of such Letter of Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class amount and amount currency of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters total Letter of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, Commitments and (iii) no Lender’s Revolving Credit Exposure of the applicable Class shall exceed its Revolving Credit Commitment. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Class, (iv) Issuing Bank; provided that the total Credit Exposures of the applicable Class Borrower shall not exceed reduce the total Commitments Letter of Credit Commitment of any Issuing Bank if, after giving effect of such Class or any other limitation reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable Incremental Facility Agreement, on the Effective Date and that such Issuing Bank in good fxxxx xxxxx material to it; or (vii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall deliver by hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved the Administrative Agent and by the relevant applicable Issuing Bank, electronic communication) to the relevant such Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. The form of any requested Letter of Credit or any requested amendment or extension of a Letter of Credit shall be reasonably acceptable to the applicable Issuing Bank. No Issuing Bank shall be obligated to issue any Letter of Credit (i) in violation of any Applicable Law or policy of such Issuing Bank or any Revolving Lender, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, if such Letter of Credit is in an initial stated amount less than $25,000, or (iv) if such Letter of Credit contains any provision for automatic reinstatement of the stated amount after any drawing thereunder. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form an LC Application in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000the LC Sublimit, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount total Revolving Commitments then in effect, and (viiii) the total other conditions thereto set forth in this Agreement are met. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit Exposures denominated if (i) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in Canadian Dollars shall its amended form under the terms hereof, or (ii) the beneficiary of such Letter of Credit does not exceed accept the CAD Sublimitproposed amendment thereto.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of CreditCredit (which must be a fixed amount), which Approved Currency shall be the denomination of such Letter of Credit (it being understood that if no denomination is specified, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreementdollar-denominated), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s its standard form in connection with any request for a Letter of Credit; provided that no provision in such application shall be deemed effective to the extent such provision contains, provides for, or requires, representations, warranties, covenants, security interests, Liens, indemnities, reimbursements of costs or expenses, events of default, remedies, or standards of care or to the extent such provision conflicts or is inconsistent with this Agreement. Following receipt of a notice requesting the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit) in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, the limits and sublimits specified in Section 2.06(a) are satisfied. Notwithstanding the foregoing or anything else to the contrary contained herein, no Issuing Bank shall be under any obligation to issue any Letter of Credit if: (iA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank (x) shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (y) shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Revolving Effective Date, or (z) shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Revolving Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided that, in the cases of clauses (y) and (z), such Issuing Bank shall have provided written notice to the Borrower of its refusal to issue any Letter of Credit and the specific reasons therefor and the Borrower shall not have compensated such Issuing Bank for the imposition of such restriction, reserve or capital or liquidity requirement or reimbursed such Issuing Bank for such loss, cost or expense, as applicable; (B) the LC Exposure shall not exceed $100,000,000, (ii) the portion issuance of the LC Exposure attributable to Letters such Letter of Credit issued by an would violate one or more polices of such Issuing Bank will not exceed (as consistently applied); or (C) such Issuing Bank’s LC Commitment, (iii) no Lender’s Letter of Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures is to be denominated in Canadian Dollars shall not exceed the CAD Sublimita currency other than an Approved Currency.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the an amendment or extension of to an outstanding Letter of Credit of any ClassCredit), the applicable a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of of, but not less than five (5) Business Days prior to, the requested date of issuance, amendment or extension) a notice in the form of Exhibit D requesting the issuance of a Letter of Credit of such Class, or identifying the Letter of Credit of such Class to be amended or extended, amendment and specifying the name of the requesting Borrower, the date of issuance, amendment or extension issuance (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.06), the Class and amount of such Letter of Credit, the currency Agreed Currency applicable thereto (subject to compliance with the limitation set forth in which Section 2.01(c)(iv)), whether such Letter of Credit shall be denominated (which shall be is a currency in which the requesting Borrower is entitled to make Borrowings Multicurrency Tranche Letter of such Class under this Agreement)Credit or a Dollar Tranche Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend prepare such Letter of CreditCredit or amendment. If requested by the relevant Issuing Bank, the applicable A Borrower also shall submit a letter of credit application on such the Issuing Bank’s standard form and related documents in connection with any request for a Letter of CreditCredit and in connection with any request for a Letter of Credit amendment. A Letter of Credit or amendment shall be issued, amended or extended issued only (A) if (and upon issuance, amendment or extension issuance of each Letter of Credit and amendment, the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension issuance (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure shall not exceed $100,000,00050,000,000 (as such amount may be increased from time to time, but not above $75,000,000, with the consent of the Administrative Agent (such consent not to be unreasonably withheld) and each Issuing Bank (other than an Issuing Bank solely with respect to Existing Letters of Credit)), (ii) subject to Sections 2.04 and 2.11(b), the portion sum of the LC Exposure attributable to Letters Dollar Amount of the total Multicurrency Tranche Revolving Credit issued by an Issuing Bank will Exposures shall not exceed such Issuing Bank’s LC Commitmentthe aggregate Multicurrency Tranche Commitments, (iii) no Lender’s Credit Exposure the sum of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Dollar Tranche Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount aggregate Dollar Tranche Commitments and (viiv) the sum of the total Revolving Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitaggregate Revolving Commitments and (B) in accordance with the Issuing Bank’s usual and customary practices and policies applicable to letters of credit in general from time to time.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved the Administrative Agent and by the relevant applicable Issuing Bank, notify by electronic communication) to the relevant such Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, (i) the date of issuance, amendment or extension (which shall be a Business Day), (ii) the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), (iii) the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), iv) the name and address of the beneficiary thereof thereof, (v) specifying the amount of the then effective Borrowing Base, the current total Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and (vi) such other information as shall be necessary to prepare, amend or extend such Letter of Credit. The form of any requested Letter of Credit or any requested amendment or extension of a Letter of Credit shall be reasonably acceptable to the applicable Issuing Bank. No Issuing Bank shall be obligated to issue any Letter of Credit (i) in violation of any Applicable Law or policy of such Issuing Bank or any Lender, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, if such Letter of Credit is in an initial stated amount less than $100,000, (iv) if such Letter of Credit is to be denominated in a currency other than Dollars or (v) if such Letter of Credit contains any provision for automatic reinstatement of the stated amount after any drawing thereunder. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form an LC Application in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000the LC Sublimit, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any then in effect and (iii) the other limitation conditions thereto set forth in this Agreement are met. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (i) such Issuing Bank would have no obligation at such time to issue the applicable Incremental Facility Agreement, Letter of Credit in its amended form under the terms hereof or (vii) the Aggregate beneficiary of such Letter of Credit Exposure shall does not exceed accept the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitproposed amendment thereto.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy fax (or transmit by electronic communicationthrough any Electronic System, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,00010,000,000, (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the portion Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure attributable to in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations set forth in clauses (i) through (iii) no Lender’s of this Section 2.06(b). The Issuing Bank shall not be under any obligation to issue any Letter of Credit Exposure if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or request that the Issuing Bank refrain from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, the issuance of letters of credit generally or such Letter of Credit in particular, or any such order, judgment, decree, Requirement of Law, request or directive shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable Class shall exceed its Commitment to letters of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitcredit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class amount and amount currency of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i1) unless otherwise agreed by the applicable Issuing Bank in its sole discretion, (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by such Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (2) the LC Exposure shall not exceed $100,000,000the total Letter of Credit Commitments, and (3) no Bank’s Revolving Credit Exposure shall exceed its Commitment. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (1) through (3) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the portion issuance of the LC Exposure attributable to Letters such Letter of Credit issued by an would violate one or more policies of such Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure applicable to letters of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitcredit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall must be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreementfixed amount), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s its standard form in connection with any request for a Letter of Credit; provided that no provision in such application shall be deemed effective to the extent such provision contains, provides for, or requires, representations, warranties, covenants, security interests, Liens, indemnities, reimbursements of costs or expenses, events of default, remedies, or standards of care or to the extent such provision conflicts or is inconsistent with this Agreement. Following receipt of a notice requesting the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit) in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, the limits and sublimits specified in Section 2.06(a) are satisfied. Notwithstanding the foregoing or anything else to the contrary contained herein, no Issuing Bank shall be under any obligation to issue any Letter of Credit if: (iA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank (x) shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (y) shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Availability Date, or (z) shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Availability Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided that, in the cases of clauses (y) and (z), such Issuing Bank shall have provided written notice to the Borrower of its refusal to issue any Letter of Credit and the specific reasons therefor and the Borrower shall not have compensated such Issuing Bank for the imposition of such restriction, reserve or capital requirement or reimbursed such Issuing Bank for such loss, cost or expense, as applicable; or (B) the LC Exposure shall not exceed $100,000,000, (ii) the portion issuance of the LC Exposure attributable to Letters such Letter of Credit issued by an would violate one or more polices of such Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitas consistently applied).

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) communication to the relevant an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on such application, in each case, as required by the relevant Issuing Bank and using the relevant Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate amount of the LC Exposure shall not exceed $100,000,0007,500,000, (ii) the portion sum of (x) the LC Exposure attributable to aggregate undrawn amount of all outstanding Letters of Credit issued by an any Issuing Bank will at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time (such sum for any Issuing Bank at any time of determination, its “Outstanding LC Amount”) shall not exceed such Issuing Bank’s Letter of Credit Commitment (provided that, notwithstanding this clause (ii) but at all times subject to the immediately preceding clause (i) and the immediately succeeding clauses (iii) and (iv), an Issuing Bank may, in its sole discretion, agree to issue, amend or extend a Letter of Credit if such issuance, amendment or extension would cause such Issuing Bank’s Outstanding LC Amount to exceed its Letter of Credit Commitment), (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Total Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount aggregate Revolving Commitments and (viiv) the total each Lender’s Revolving Credit Exposures denominated in Canadian Dollars Exposure shall not exceed such Lender’s Revolving Commitment. The Borrower may, at any time and from time to time, reduce the CAD SublimitLetter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that, the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in the immediately preceding clauses (i) through (iv) shall not be satisfied. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of by any Class Issuing Bank (or the amendment or extension (other than an automatic extension permitted pursuant to paragraph (c) of this Section) of an outstanding Letter of Credit of issued by any ClassIssuing Bank), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) submit to the relevant such Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the requested date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form signed by the Borrower and, if applicable, the relevant Subsidiary in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended or extended by the applicable Issuing Bank only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Total Revolving Credit Exposure shall not exceed $100,000,000the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed its Commitment, (iii) the portion of the Total LC Exposure attributable to Letters of Credit issued by an such Issuing Bank will not exceed not, unless such Issuing Bank’s Bank shall so agree in writing, exceed its LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Total LC Exposure will not exceed $200,000,000 and (v) in the event the Maturity Date shall have been extended as provided in Section 2.21, the Total LC Exposure attributable to Letters of Credit Exposures of the applicable Class expiring after any Existing Maturity Date shall not exceed the total Aggregate Commitments that shall have been extended to a date after the latest expiration date of such Class Letters of Credit. No Issuing Bank shall be under any obligation to issue, amend or extend any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing such Letter of Credit, or any other limitation set forth law, rule or regulation applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable Incremental Facility Agreementon the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it; (B) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than $100,000; or (vC) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (x) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (y) the Aggregate beneficiary of such Letter of Credit Exposure shall does not exceed accept the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitproposed amendment thereto.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall must be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreementfixed amount), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s its standard form in connection with any request for a Letter of Credit; provided that no provision in such application shall be deemed effective to the extent such provision contains, provides for, or requires, representations, warranties, covenants, security interests, Liens, indemnities, reimbursements of costs or expenses, events of default, remedies, or standards of care or to the extent such provision conflicts or is inconsistent with this Agreement. Following receipt of a notice requesting the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit) in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, the limits and sublimits specified in Section 2.06(a) are satisfied. Notwithstanding the foregoing or anything else to the contrary contained herein, no Issuing Bank shall be under any obligation to issue any Letter of Credit if: (iA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank (x) shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (y) shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve, capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or (z) shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided that, in the cases of clauses (y) and (z), such Issuing Bank shall have provided written notice to the Borrower of its refusal to issue any Letter of Credit and the specific reasons therefor and the Borrower shall not have compensated such Issuing Bank for the imposition of such restriction, reserve, capital or liquidity requirement or reimbursed such Issuing Bank for such loss, cost or expense, as applicable; or (B) the LC Exposure shall not exceed $100,000,000, (ii) the portion issuance of the LC Exposure attributable to Letters such Letter of Credit issued by an would violate one or more polices of such Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitas consistently applied).

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any Class)Credit, the applicable Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bankrecipient) to the relevant applicable Issuing Bank and the Administrative Agent (Agent, reasonably in advance of the requested date of issuance, amendment or extension) , a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the requested date of issuance, amendment or extension (which shall be a Business DayDay no earlier than three Business Days (or such shorter period agreed to by such Issuing Bank in its sole discretion) after such Issuing Bank’s receipt of the corresponding request, including any letter of credit application and other documentation or information relating thereto), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class amount and amount currency of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other documentation and information as shall be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended or extended only if (and upon each issuance, amendment or extension of each any Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall will not exceed $100,000,000250,000,000, (ii) the portion of aggregate Credit Exposures will not exceed the aggregate Commitments, (iii) the aggregate Alternative Currency Credit Exposures will not exceed the Alternative Currency Sub-Limit and (iv) the LC Exposure attributable to Letters of Credit issued by an any Issuing Bank will not exceed the Issuing Bank Limit of such Issuing Bank’s LC Commitment, (iii) no Lender’s unless otherwise agreed to in writing by such Issuing Bank. No Issuing Bank shall be under any obligation to issue any Letter of Credit Exposure if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Class shall exceed its Commitment Issuing Bank from issuing the Letter of such ClassCredit, (iv) the total Credit Exposures of or any law applicable to the applicable Class Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular. Barclays Bank PLC, in its capacity as an Issuing Bank, shall not exceed the total Commitments be required to issue any Letter of such Class or any Credit other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitthan a standby Letter of Credit.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit of any Class (or the amendment or extension (other than the automatic extension in accordance with Section 2.04(c)) of an outstanding Revolving Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably not less than three (3) Business Days in advance of the requested date of issuance, amendment or extension) a notice notice: (i) requesting the issuance of a Revolving Letter of Credit of such Class, or identifying the Revolving Letter of Credit of such Class to be amended amended, renewed or extended, extended and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), (ii) specifying the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04(c)), (iii) specifying the Class and amount of such Letter of Credit, the currency in which such Revolving Letter of Credit shall be denominated and (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), iv) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepareissue, amend amend, renew or extend such Revolving Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit (or the requested amendment or extension of an outstanding Revolving Letter of Credit). A Revolving Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment or extension of each Revolving Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (ix) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Revolving Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount total Revolving Facility Commitments and (viy) the total aggregate available amount of all outstanding Revolving Letters of Credit Exposures denominated in Canadian Dollars issued by the Issuing Banks shall not exceed the CAD Sublimitaggregate amount of the Revolving L/C Commitment. No Revolving Letter of Credit shall be a commercial letter of credit unless agreed by the applicable Issuing Bank in its sole discretion.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit Credit, other than an automatic extension permitted pursuant to paragraph (c) of any Classthis Section), the applicable a Borrower shall hand deliver deliver, by fax or telecopy email (in .pdf or transmit by electronic communication.tif format), if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant an Issuing Bank selected by it and the Administrative Agent (reasonably in advance of Agent, at least three Business Days prior to the requested date of issuance, amendment or extension) , a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class amount and amount currency of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof thereof, whether such Letter of Credit is to be a Tranche One Letter of Credit or a Tranche Two Letter of Credit and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000US$75,000,000, (ii) the portion amount of the LC Exposure attributable to Letters of Credit issued by an the applicable Issuing Bank will not exceed the LC Commitment of such Issuing Bank’s LC Commitment, (iii) no Lender’s the Aggregate Tranche One Revolving Credit Exposure of shall not exceed the applicable Class shall exceed its Commitment of such Classaggregate Tranche One Commitments, (iv) the total Tranche One Revolving Credit Exposures Exposure of the applicable Class shall any Lender will not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreementits Tranche One Commitment, (v) the Aggregate Tranche Two Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount and aggregate Tranche Two Commitments, (vi) the total Tranche Two Revolving Credit Exposures denominated Exposure of any Lender will not exceed its Tranche Two Commitment or (vii) in Canadian Dollars the event the Maturity Date shall have been extended as provided in Section 2.23, (x) the sum of the Tranche One LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche One Swingline Exposure attributable to Tranche One Swingline Loans maturing after such Existing Maturity Date will not exceed the CAD Sublimitaggregate Tranche One Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans and (y) the sum of the Tranche Two LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche Two Swingline Exposure attributable to Tranche Two Swingline Loans maturing after such Existing Maturity Date will not exceed the aggregate Tranche Two Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans. If the Required Lenders notify any Issuing Bank that a Default exists and instruct such Issuing Bank to suspend the issuance, amendment or extension of Letters of Credit, such Issuing Bank shall not issue, amend or extend (except pursuant to automatic extension provisions if such Issuing Bank shall no longer be entitled to elect not to extend) any Letter of Credit without the consent of the Required Lenders until such notice is withdrawn by the Required Lenders (and each Lender that shall have delivered such a notice agrees promptly to withdraw it at such time as it determines that no Default exists), it being understood and agreed that in the absence of any such notice, each Issuing Bank may rely (and shall incur no liability in relying) on the representation and warranty of the Company deemed made pursuant to Section 4.01).

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of by any Class Issuing Bank (or the amendment or extension (other than an automatic extension permitted pursuant to paragraph (c) of this Section) of an outstanding Letter of Credit of issued by any ClassIssuing Bank), the applicable Borrower shall hand deliver by telephone, fax or telecopy electronic mail (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bankrecipient) to the relevant such Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment amendment, or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment amendment, or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class amount and amount currency of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend amend, or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit (other than an Existing Letter of Credit). A Letter of Credit shall be issued, amended amended, or extended by the applicable Issuing Bank only if (and upon issuance, amendment amendment, or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment amendment, or extension extension, (i) the Total Revolving Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Total LC Exposure shall not exceed $100,000,000100,000,000.00, and (iiiii) the portion of the Total LC Exposure attributable to Letters of Credit issued by an such Issuing Bank will not not, unless such Issuing Bank shall so agree in writing, exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class Issuance Limit. Each Issuing Bank agrees that it shall not exceed permit any issuance, amendment, or extension of a Letter of Credit to occur unless it shall have given to the total Commitments Administrative Agent written notice thereof required under paragraph (k) of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitthis Section.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall must be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreementfixed amount), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s its standard form in connection with any request for a Letter of Credit; provided that no provision in such application shall be deemed effective to the extent such provision contains, provides for, or requires, representations, warranties, covenants, security interests, Liens, indemnities, reimbursements of costs or expenses, events of default, remedies, or standards of care or to the extent such provision conflicts or is inconsistent with this Agreement (provided that, for the avoidance of doubt, nothing in this sentence shall be construed to relieve any account party in respect of any Letter of Credit deemed issued pursuant to Section 2.06(k)(ii) of its reimbursement obligations under any letter of credit application or other agreement related thereto). Following receipt of a notice requesting the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit) in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall not exceed the total Commitments (not to exceed $100,000,000, 2,500,000,000) and (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments Commitments. Notwithstanding the foregoing or anything else to the contrary contained herein, no Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank (x) shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (y) shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Revolving Effective Date, or (z) shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Revolving Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided that, in the cases of clauses (y) and (z), such Issuing Bank shall have provided written notice to the Borrower of its refusal to issue any Letter of Credit and the specific reasons therefor and the Borrower shall not have compensated such Issuing Bank for the imposition of such Class restriction, reserve or any other limitation set forth in the applicable Incremental Facility Agreementcapital requirement or reimbursed such Issuing Bank for such loss, cost or expense, as applicable; (vB) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and would violate one or more polices of such Issuing Bank (vias consistently applied); or (C) the total such Letter of Credit Exposures is to be denominated in Canadian Dollars shall not exceed the CAD Sublimita currency other than dollars.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (cSection 2.06(c) of this Sectionbelow), the Class currency denomination and stated amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have (x) entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”) and (y) delivered to the applicable Issuing Bank all information and documentation reasonably requested by such Issuing Bank for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the Dollar Equivalent of the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters total Letter of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC CommitmentCommitments, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit LC Exposure shall not exceed the Maximum Borrowing Amount aggregate Commitments and (viiv) no Lender’s Revolving Credit Exposure shall exceed its Commitment. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in the foregoing clauses (i) through (iii) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good fxxxx xxxxx material to it; or (ii) the total issuance of such Letter of Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension (other than an automatic extension permitted pursuant to paragraph (c) of this Section 2.04) of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent Agent, prior to 2:00 p.m., New York City time, at least three (reasonably 3) Business Days (or such shorter period of time as the applicable Issuing Bank may agree in advance of its sole discretion) prior to the requested date of issuance, amendment or extension, a notice: (i) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and ; (ii) specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04), ; (iv) specifying the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated ; and (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. ​ If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”) in connection with any request for a Letter of Credit (other than an Existing Letter of Credit). A Letter of Credit shall be issued, amended or extended by an Issuing Bank only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000extension, (iia) the portion of the Total LC Exposure attributable to Letters of Credit issued by an such Issuing Bank will not not, unless such Issuing Bank shall so agree in its sole discretion, exceed the LC Issuance Limit of such Issuing Bank’s LC Commitment, (iiib) the Total LC Exposure will not exceed the Maximum LC Issuance Amount, (c) no Lender’s Credit Exposure of the applicable Class shall will exceed its Commitment of such Class, and (ivd) the total Total Credit Exposures of the applicable Class shall Exposure will not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitCommitments.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Borrowers shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 10.06), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also Borrowers shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrowers at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters total Letter of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC CommitmentCommitments, and (iii) no Lender’s Revolving Credit Exposure of the applicable Class shall exceed its Revolving Commitment. The Borrowers may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such ClassIssuing Bank; provided that the Borrowers shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) the total Credit Exposures of the applicable Class above shall not exceed be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the total Commitments issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such Class Letter of Credit would violate one or any other limitation set forth in the more policies of such Issuing Bank applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitto letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably at least three Business Days in advance of the requested date of issuance, amendment or extension, unless a shorter period is agreed to by the Issuing Bank) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall not exceed $100,000,000the Letter of Credit Sublimit and, (ii) the portion of unless otherwise agreed by any Issuing Bank in its sole discretion, the LC Exposure attributable to in respect of Letters of Credit issued by an any Issuing Bank will shall not exceed such Issuing Bank’s LC Letter of Credit Commitment, (ii) no Revolving Lender’s Revolving Exposure shall exceed such Revolving Lender’s Revolving Commitment and (iii) no Lender’s Credit Exposure unless otherwise consented by the Issuing Bank in its sole discretion, the aggregate principal amount of the applicable Class shall exceed its Commitment outstanding Revolving Loans of such ClassIssuing Bank, (iv) when aggregated with the total face amount of all Letters of Credit Exposures of the applicable Class issued by such Issuing Bank, shall not exceed the total Commitments amount of such Class Issuing Bank’s Revolving Commitment. An Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any other limitation set forth law applicable to such Issuing Bank shall prohibit, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable Incremental Facility Agreement, on the Closing Date and that such Issuing Bank in good fxxxx xxxxx material to it; or (vii) the Aggregate issuance, amendment or extension of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable U.S. Borrower shall hand deliver or telecopy (or transmit by electronic communication, communication (if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days prior to such date) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable U.S. Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the applicable Issuing Bank and as mutually agreed between such U.S. Borrower and such Issuing Bank’s standard form in connection with any request for Bank (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that)if, after giving effect to such issuance, amendment or extension (i) the sum of (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by such Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of each applicable U.S. Borrower at such time shall not exceed such Issuing Bank’s Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment200,000,000, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, and (iv) the total Credit Exposures sum of the applicable Class Total Credit Exposure and the Outstanding Amount of all Bid Loans shall not exceed the total Commitments Aggregate Commitments. Any U.S. Borrower may, at any time and from time to time, increase or reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Class Issuing Bank; provided that the U.S. Borrowers shall not increase or reduce the Letter of Credit Commitment of any other limitation Issuing Bank if, after giving effect to such increase or reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimburseable loss, cost or expense that was not applicable Incremental Facility Agreement, on the Closing Date and that such Issuing Bank in good fxxxx xxxxx material to it; or (vii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment amendment, renewal or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Representative shall deliver by hand deliver or telecopy facsimile (or transmit by through Electronic System, the Approved Borrower Portal, or other electronic communication, if in each case to the extent arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of prior to 9:00 am, Chicago time, at least three Business Days prior to the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the applicable Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,00020,000,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the portion Aggregate Revolving Exposure shall not exceed the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure attributable to in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, (iii) no Lender’s it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit Exposure in excess of its individual Issuing Bank Sublimit in effect at the applicable Class shall exceed its Commitment time of such Classrequest, (iv) the total and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Exposures so issued by an Issuing Bank in excess of the applicable Class its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not exceed affect the total Commitments Issuing Bank Sublimit of such Class or any other limitation Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in the applicable Incremental Facility Agreement, clause (vi) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitof this Section 2.06(b).

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Representative shall hand deliver deliver, fax or telecopy e-mail (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment amendment, or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,00060,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Revolving Lender’s Credit Revolving Exposure of the applicable Class shall exceed its Revolving Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimit.and

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of CreditCredit (which must be a fixed amount), which Approved Currency shall be the denomination of such Letter of Credit (it being understood that if no denomination is specified, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreementdollar-denominated), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s its standard form in connection with any request for a Letter of Credit; provided that no provision in such application shall be deemed effective to the extent such provision contains, provides for, or requires, representations, warranties, covenants, security interests, Liens, indemnities, reimbursements of costs or expenses, events of default, remedies, or standards of care or to the extent such provision conflicts or is inconsistent with this Agreement. Following receipt of a notice requesting the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit) in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, the limits and sublimits specified in Section 2.06(a) are satisfied. Notwithstanding the foregoing or anything else to the contrary contained herein, no Issuing Bank shall be under any obligation to issue any Letter of Credit if: (iA) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank (x) shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, (y) shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Revolving Effective Date, or (z) shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Revolving Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; provided that, in the cases of clauses (y) and (z), such Issuing Bank shall have provided written notice to the Borrower of its refusal to issue any Letter of Credit and the specific reasons therefor and the Borrower shall not have compensated such Issuing Bank for the imposition of such restriction, reserve or capital requirement or reimbursed such Issuing Bank for such loss, cost or expense, as applicable; (B) the LC Exposure shall not exceed $100,000,000, (ii) the portion issuance of the LC Exposure attributable to Letters such Letter of Credit issued by an would violate one or more polices of such Issuing Bank will not exceed (as consistently applied); or (C) such Issuing Bank’s LC Commitment, (iii) no Lender’s Letter of Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures is to be denominated in Canadian Dollars shall not exceed the CAD Sublimita currency other than an Approved Currency.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing BankLender) to the relevant an Issuing Bank Lender selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 3.3), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Lender and using such Issuing BankLender’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (A) the LC Exposure shall L/C Obligations would not exceed $100,000,000the L/C Sublimit and (B) such Issuing Lender’s Percentage Interest of L/C Obligations when aggregated with such Issuing Lender’s Percentage Interest of outstanding Revolving Loans would not exceed such Issuing Lender’s Commitment, (ii) the portion aggregate amount of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will Available Commitments would not exceed such Issuing Bank’s LC Commitmentbe less than zero, and (iii) no Lender’s the Borrowing Base Availability, minus the Outstanding Amount would not be less than zero. The Borrower may, at any time and from time to time, reduce the Letter of Credit Exposure of the applicable Class shall exceed its Commitment of any Issuing Lender with the consent of such Class, (iv) Issuing Lender; provided that the total Credit Exposures of the applicable Class Borrower shall not exceed reduce the total Commitments Letter of Credit Commitment of any Issuing Lender if, after giving effect of such Class or any other limitation reduction, the conditions set forth in clauses (i) through (iii) above shall not be satisfied. An Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender shall prohibit, or require that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense that was not applicable Incremental Facility Agreement, on the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it; or (vii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Lender applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably at least three Business Days in advance of the requested date of issuance, amendment or extension, unless a shorter period is agreed to by the Issuing Bank) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall not exceed $100,000,000the Letter of Credit Sublimit and, (ii) the portion of unless otherwise agreed by any Issuing Bank in its sole discretion, the LC Exposure attributable to in respect of Letters of Credit issued by an any Issuing Bank will shall not exceed such Issuing Bank’s LC Letter of Credit Commitment, (ii) no Revolving Lender’s Revolving Exposure shall exceed such Revolving Lender’s Revolving Commitment and (iii) no Lender’s Credit Exposure unless otherwise consented by the Issuing Bank in its sole discretion, the aggregate principal amount of the applicable Class shall exceed its Commitment outstanding Revolving Loans of such ClassIssuing Bank, (iv) when aggregated with the total face amount of all Letters of Credit Exposures of the applicable Class issued by such Issuing Bank, shall not exceed the total Commitments amount of such Class Issuing Bank’s Revolving Commitment. An Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any other limitation set forth law applicable to such Issuing Bank shall prohibit, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable Incremental Facility Agreement, on the Closing Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (vii) the Aggregate issuance, amendment or extension of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably not less than three (3) Business Days in advance of the requested date of issuance, amendment or extension) a notice notice: (i) requesting the issuance of a Letter of Credit of such Class, or identifying the Letter of Credit of such Class to be amended amended, renewed or extended, and ; (ii) specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.08(c)); (civ) of this Section), specifying the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated ; (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend amend, renew or extend such Letter of Credit; and (vi) specifying (A) the then effective Borrowing Base, (B) the Available Borrowing Base at such time, (C) the Aggregate Elected Revolving Commitment Amount at such time, (D) the Aggregate Revolving Credit Exposures (immediately prior to giving effect to the requested Letter of Credit or the requested amendment or extension of an outstanding Letter of Credit), (E) the pro forma Aggregate Revolving Credit Exposures (giving effect requested Letter of Credit or the requested amendment or extension of an outstanding Letter of Credit) and (F) the Aggregate Term Loan Exposures on the date thereof. Each notice shall constitute a representation that after giving effect to the requested issuance, amendment or extension, as applicable, (A) the LC Exposure shall not exceed the LC Commitment, (B) each Issuing Bank’s individual LC Exposure shall not exceed such Issuing Bank’s LC Issuance Limit and (C) the Aggregate Revolving Credit Exposures shall not exceed the Total Revolving Commitment. Notwithstanding the foregoing, no Issuing Bank shall at any time be obligated to issue, amend, renew or extend any Letter of Credit if any Revolving Bank is at such time a Defaulting Bank hereunder, unless (x) the Borrower cash collateralizes such Defaulting Bank’s portion of the total LC Exposure (calculated after giving effect to the issuance, amendment or extension of such Letter of Credit) in accordance with the procedures set forth in Section 2.08(j) or (y) such Issuing Bank has entered into arrangements satisfactory to such Issuing Bank in its sole discretion with the Borrower or such Defaulting Bank to eliminate such Issuing Bank’s risk with respect to such Defaulting Bank’s portion of the total LC Exposure. If requested by the relevant any Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A ; provided that, in the event of any conflict between such application or any Letter of Credit shall be issued, amended or extended only if (Agreement and upon issuance, amendment or extension the terms of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility this Agreement, (v) the Aggregate Credit Exposure terms of this Agreement shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitcontrol.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) communication to the relevant an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on such application, in each case, as required by the relevant Issuing Bank and using the relevant Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate amount of the LC Exposure shall not exceed $100,000,0007,500,000, (ii) the portion sum of (x) the LC Exposure attributable to aggregate undrawn amount of all outstanding Letters of Credit issued by an any Issuing Bank will at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time (such sum for any Issuing Bank at any time of determination, its “Outstanding LC Amount”) shall not exceed such Issuing Bank’s Letter of Credit Commitment (provided that, notwithstanding this clause (ii) but at all times subject to the immediately preceding clause (i) and the immediately succeeding clauses (iii) and (iv), an Issuing Bank may, in its sole discretion, agree to issue, amend or extend a Letter of Credit if such issuance, amendment or extension would cause such Issuing Bank’s Outstanding LC Amount to exceed its Letter of Credit Commitment), (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Total Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount aggregate Revolving Commitments and (viiv) the total each Lender’s Revolving Credit Exposures denominated in Canadian Dollars Exposure shall not exceed such Xxxxxx’s Revolving Commitment. The Borrower may, at any time and from time to time, reduce the CAD SublimitLetter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that, the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM of such reduction, the conditions set forth in the immediately preceding clauses (i) through (iv) shall not be satisfied. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit (other than an automatic annual extension of any Classsuch Letter of Credit in accordance with its terms), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing BankCompany on its behalf) shall deliver to the relevant applicable Issuing Bank and the Administrative Agent at least three Business Days (reasonably or such shorter period as is acceptable to the applicable Issuing Bank) in advance of the requested date of issuance, amendment or extension) , a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the requested date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which of such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreementan LC Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit or bank guaranty application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended or extended only if (and upon each issuance, amendment or extension of each any Letter of Credit the applicable Borrower (or the Company on its behalf) shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an any Issuing Bank will not exceed not, unless otherwise agreed by such Issuing Bank’s , exceed the LC CommitmentCommitment of such Issuing Bank, (ii) the aggregate LC Exposure will not exceed US$500,000,000 and (iii) no Lender’s Credit the Revolving Exposure of the applicable Class shall each Revolving Lender will not exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class Revolving Commitment. Each Issuing Bank agrees that it shall not exceed permit any issuance, amendment or extension of a Letter of Credit to occur unless it 89 [[5866265v.11]] shall have given to the total Commitments Administrative Agent written notice thereof required under paragraph (k) of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitthis Section.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Representative shall hand deliver deliver, fax or telecopy e-mail (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment amendment, or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,00060,000,000, (ii) the portion of the LC no Revolving Lender’s Revolving Exposure attributable to Letters of Credit issued by an Issuing Bank will not shall exceed such Issuing Bank’s LC Commitment, its Revolving Commitment and (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Revolving Exposure shall not exceed the Maximum Borrowing Amount aggregate Revolving Commitments. An Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, or (viii) the total issuance, amendment or issuance of such Letter of Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit including by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days unless the Administrative Agent and such Issuing Bank shall otherwise agree) a written notice pursuant to, and in accordance with, Section 9.01 requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement)Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant an Issuing Bank, the applicable Borrower also shall submit a letter of credit application application, continuing agreement and/or other similar agreement on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, the relevant Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure shall not exceed $100,000,000the sum of the total Applicable LC Sublimits of all of the Issuing Banks, (ii) subject to Sections 2.04 and 2.11(b), the portion Dollar Amount of the LC Total Revolving Credit Exposure attributable shall not exceed the aggregate Revolving Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of each Lender’s Revolving Credit Exposure shall not exceed such Xxxxxx’s Revolving Commitment and (iv) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the aggregate face amount of all Letters of Credit issued and then outstanding by an any Issuing Bank will shall not exceed such Issuing Bank’s Applicable LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimit.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of by any Class Issuing Bank (or the amendment or extension (other than an automatic extension permitted pursuant to paragraph (c) of this Section) of an outstanding Letter of Credit of issued by any ClassIssuing Bank), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) submit to the relevant such Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the requested date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form signed by the Borrower and, if applicable, the relevant Subsidiary in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended or extended by the applicable Issuing Bank only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Total Revolving Credit Exposure shall not exceed $100,000,000the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not exceed its Commitment, (iii) the portion of the Total LC Exposure attributable to Letters of Credit issued by an such Issuing Bank will not exceed not, unless such Issuing Bank’s Bank shall so agree in writing, exceed its LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Total LC Exposure will not exceed $3,000,000,000 and (v) in the event the Maturity Date shall have been extended as provided in Section 2.20, the Total LC Exposure attributable to Letters of Credit Exposures of the applicable Class expiring after any Existing Maturity Date shall not exceed the total Aggregate Commitments that shall have been extended to a date after the latest expiration date of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitLetters of Credit.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Representative shall deliver by hand deliver or telecopy facsimile (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of of, but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,000the Issuing Bank Sublimit, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the portion Aggregate Revolving Exposure shall not exceed the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure attributable to in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, (iii) no Lender’s it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit Exposure in excess of its individual Issuing Bank Sublimit in effect at the applicable Class shall exceed its Commitment time of such Classrequest, (iv) the total and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Exposures so issued by an Issuing Bank in excess of the applicable Class its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not exceed affect the total Commitments Issuing Bank Sublimit of such Class or any other limitation Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b). An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable Incremental Facility Agreementon the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, or (vii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Representative shall hand deliver deliver, fax or telecopy e-mail (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment amendment, or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,00060,000,000, (ii) the portion of the LC no Revolving Lender’s Revolving Exposure attributable to Letters of Credit issued by an Issuing Bank will not shall exceed such Issuing Bank’s LC Commitment, its Revolving Commitment and (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Revolving Exposure shall not exceed the Maximum Borrowing Amount aggregate Revolving Commitments. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, or (viii) the total issuance of such Letter of Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the initial issuance of any Letter of Credit, the Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days (or such shorter period as is acceptable to the applicable Issuing Bank), in advance of the requested date of issuance, a Letter of Credit Request (it being understood that, to the extent applicable, the issuance of any Class (or Letter of Credit expressly for the benefit of any subsidiary other than the Borrower shall be contingent upon the Administrative Agent’s receipt of any documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act). To request an amendment or extension of an outstanding Letter of Credit (other than any automatic extension of any Classa Letter of Credit permitted under Section 2.05(c)), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved submit a Letter of Credit Request to the applicable Issuing Bank selected by the relevant Issuing Bank) Borrower (with a copy to the relevant Issuing Bank and the Administrative Agent (reasonably Agent) at least three Business Days in advance of the requested date of issuance, amendment or extension) a notice requesting extension (or such shorter period as is acceptable to the issuance of a Letter of Credit of such Classapplicable Issuing Bank), or identifying the Letter of Credit of such Class to be amended or extended, extended and specifying the name of the requesting Borrower, the proposed date of issuance, amendment or extension thereof (which shall be a Business Day), ) and other details of the date on which such Letter of Credit is to expire (which shall comply amendment or extension. If requested by the applicable Issuing Bank in connection with paragraph (c) of this Section), the Class and amount of such any request for any Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form in connection with of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any request for a Letter of Credit, the terms and conditions of this Agreement shall control. A No Letter of Credit, letter of credit application or other document entered into by the Borrower with any Issuing Bank relating to any Letter of Credit shall contain any representation or warranty, covenant or event of default not set forth in this Agreement (and to the extent any such representation or warranty, covenant or event of default is inconsistent herewith, the same shall be rendered null and void or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent any such representation or warranty, covenant or event of default is inconsistent herewith, the same shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). No Letter of Credit may be issued, amended or extended only if extended, unless (and, with respect to clauses (i)(A) and upon (ii) below, on the issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (A) the aggregate LC Exposure shall does not exceed $100,000,000the Letter of Credit Sublimit, (iiB) the portion aggregate undrawn amount (plus unpaid LC Disbursements) of all outstanding Letters of Credit issued by any Issuing Bank does not exceed such Issuing Bank’s Applicable LC Sublimit and (C) if such Letter of Credit has a term that extends beyond the Maturity Date applicable to the Revolving Credit Commitments of any Class, the aggregate amount of the LC Exposure attributable to Letters of Credit issued by an expiring after such Maturity Date does not exceed the aggregate amount of the Revolving Credit Commitments then in effect that are scheduled to remain in effect after such Maturity Date and (ii) unless the relevant Issuing Bank is able to issue Commercial Letters of Credit, any such Letter of Credit is a Standby Letter of Credit (it being understood and agreed that GS (and its affiliates), Banco Santander, S.A., New York Branch, Barclays Bank PLC, Citibank, N.A. and Xxxxx Fargo Bank, N.A. will only be required to issue Standby Letters of Credit). No Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s be required to issue any Letter of Credit Exposure if to do so would violate the policies of the Issuing Bank applicable Class shall exceed its Commitment to Letters of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitgeneral.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall deliver by hand deliver or telecopy facsimile (or transmit by electronic communicationthrough an Electronic System, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement)Agreed LC Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the applicable Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) subject to Sections 1.06 and 2.12(b), the Dollar Amount of the LC Exposure shall not exceed $100,000,00015,000,000, (ii) the portion of Borrower is in compliance with the Revolving Exposure Limitations and (iii) the Foreign Currency LC Exposure attributable shall not exceed the Foreign Currency LC Sublimit. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, (iii) no Lender’s it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit Exposure in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the applicable Class shall exceed its Commitment of such ClassCredit Agreement, (iv) the total Credit Exposures of the applicable Class and shall not exceed affect the total Commitments Issuing Bank Sublimit of such Class or any other limitation Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in the applicable Incremental Facility Agreement, clause (vi) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitof this Section 2.06(b).

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by notify the relevant Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting , describing the issuance of a Letter of Credit of such Classto be issued, or identifying the Letter of Credit of such Class to be amended amended, renewed or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (cd) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend amend, renew or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form (with such changes thereto as the parties may agree upon) in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000, (ii) the portion Revolving Credit Exposure of each Lender shall not exceed its Commitment and (iii) the aggregate amount of the LC #96301122v26 Exposure attributable to Letters of Credit issued by an any Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments LC Commitment of such Class Issuing Bank, unless such Issuing Bank shall otherwise agree in its sole discretion. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any Order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or request that such Issuing Bank refrain from issuing such Letter of Credit, or any other limitation set forth law applicable to such Issuing Bank shall prohibit the issuance of letters of credit generally or such Letter of Credit in particular, or any such Order, judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable Incremental Facility Agreement, on the Closing Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (vii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the Borrower or the applicable Borrower Restricted Subsidiary shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved the Administrative Agent and by the relevant applicable Issuing Bank, electronic communication) to the relevant such Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, (i) the date of issuance, amendment or extension (which shall be a Business Day), (ii) the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), (iii) the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), iv) the name and address of the beneficiary thereof thereof, (v) specifying the amount of the then effective Borrowing Base, the current total Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and (vi) such other information as shall be necessary to prepare, amend or extend such Letter of Credit. The form of any requested Letter of Credit or any requested amendment or extension of a Letter of Credit shall be reasonably acceptable to the applicable Issuing Bank. No Issuing Bank shall be obligated to issue any Letter of Credit (i) in violation of any Applicable Law or policy of such Issuing Bank or any Lender, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, (iii) except as otherwise agreed by the Administrative Agent and such Issuing Bank, if such Letter of Credit is in an initial stated amount less than $50,000, (iv) if such Letter of Credit is to be denominated in a currency other than Dollars or (v) if such Letter of Credit contains any provision for automatic reinstatement of the stated amount after any drawing thereunder. If requested by the relevant applicable Issuing Bank, the Borrower or the applicable Borrower Restricted Subsidiary also shall submit a letter of credit application on such Issuing Bank’s standard form an LC Application in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000the LC Sublimit, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any then in effect and (iii) the other limitation conditions thereto set forth in this Agreement are met. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (i) such Issuing Bank would have no obligation at such time to issue the applicable Incremental Facility Agreement, Letter of Credit in its amended form under the terms hereof or (vii) the Aggregate beneficiary of such Letter of Credit Exposure shall does not exceed accept the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitproposed amendment thereto.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Parent Borrower shall deliver by hand deliver or telecopy facsimile (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of prior to 9:00 am, Chicago time, at least three (3) Business Days prior to the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC aggregate Letter of Credit Exposure shall not exceed $100,000,00020,000,000, (ii) no Revolving Lender’s Revolving Loan Exposure shall exceed its Revolver Commitment and (iii) the portion Aggregate Revolving Exposure shall not exceed the lesser of (x) the LC Commitments and (y) the Borrowing Base. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding Letter of Credit Exposure attributable to in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, (iii) no Lender’s it is understood and agreed that the Parent Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate Letter of Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in clause (i) of this Section 3.06(b). An Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable Incremental Facility Agreementon the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it, or (vii) the Aggregate issuance, amendment or extension of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a written notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on such application, in each case, as required by the relevant Issuing Bank and using the relevant Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the amount of the LC Exposure shall not exceed $100,000,00025,000,000, (ii) the portion sum of (x) the LC Exposure attributable to aggregate undrawn amount of all outstanding Letters of Credit issued by an any Issuing Bank will at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time (such sum for any Issuing Bank at any time of determination, its “Outstanding LC Amount”) shall not exceed such Issuing Bank’s LC CommitmentLetter of Credit Commitment (provided that, notwithstanding this clause (ii) but at all times subject to the immediately preceding clause (i) and the immediately succeeding clauses (iii) no Lenderand (iv), an Issuing Bank may, in its sole discretion, agree to issue, amend or extend a Letter of Credit if such issuance, amendment or extension would cause such Issuing Bank’s Credit Exposure of the applicable Class shall Outstanding LC Amount to exceed its Commitment Letter of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimit.Commitment),

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Carlisle shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by In addition, as a condition to any such Letter of Credit issuance, Carlisle shall have entered into a continuing agreement (or other letter of credit agreement) for the relevant Issuing Bank, the applicable Borrower also issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Carlisle shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of Carlisle at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment50,000,000, (iii) no LenderBank’s Revolving Credit Exposure of the applicable Class shall exceed its Revolving Commitment of such Class, and (iv) the total Credit Exposures sum of the applicable Class Total Revolving Credit Exposure plus the aggregate principal amount of outstanding Money Market Loans shall not exceed the total Commitments Revolving Commitments. Carlisle may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Class or Issuing Bank; provided that Carlisle shall not reduce the Letter of Credit Commitment of any other limitation Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 44 ACTIVE 221393034 of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable Incremental Facility Agreement, on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (vii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy fax (or transmit by electronic communicationthrough any Electronic System or an Approved Borrower Portal, in each case, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a written notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,0002,500,000, (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the portion Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure attributable to in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations set forth in clauses (i) through (iii) no Lender’s of this Section 2.06(b). The Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit Exposure if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing, amending or extending such Letter of Credit, or request that the Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular, or any such order, judgment, decree, Requirement of Law, request or directive shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance, amendment or extension of such Letter of Credit would violate one or more policies of the Issuing Bank applicable Class to letters of credit generally. Each Existing Letter of Credit shall exceed its Commitment be deemed, for all purposes of such Classthis Agreement, (iv) to be a Letter of Credit issued hereunder on the total Credit Exposures Effective Date for the account of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitBorrower.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably at least three (3) Business Days (or such shorter period as may be agreed by the applicable Issuing Bank and the Administrative Agent) in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended amended, renewed or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend amend, renew or extend such Letter of Credit. If requested by the relevant an Issuing Bank, the applicable Borrower also shall submit a letter of credit application and other documentation customarily required by such Issuing Bank on such Issuing Bank’s standard form forms in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended amended, renewed or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (ix) the LC Exposure shall not exceed $100,000,000, the LC Sublimit and (iiy) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Total Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Revolving Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitCommitments.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit Credit, other than an automatic extension permitted pursuant to paragraph (c) of any Classthis Section 2.05), the applicable Parent Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) submit to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) ), by fax or email, a written notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Applicable Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.05), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall is to be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement)denominated, the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of CreditCredit Application. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Parent Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall not exceed $100,000,00050,000,000, (ii) the portion amount of the LC Exposure attributable to Letters of Credit issued by an any Issuing Bank will shall not exceed the LC Commitment of such Issuing Bank’s LC Commitment, (iii) no Lender’s the Global Tranche Revolving Credit Exposure of any Lender shall not exceed the applicable Class shall exceed its Global Tranche Revolving Commitment of such ClassLender, (iv) the total Aggregate Global Tranche Revolving Credit Exposures of the applicable Class shall not exceed the total Aggregate Global Tranche Revolving Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, and (v) the Aggregate Revolving Credit Exposure as to which the Subsidiary Borrowers are the Applicable Borrowers shall not exceed the Maximum Borrowing Amount and (vi) the total $325,000,000. No Issuing Bank shall be obligated to issue commercial or trade Letters of Credit, or Letters of Credit Exposures denominated in Canadian Dollars any Foreign Currency, in each case, if such issuance would not be in accordance with its internal policies or procedures. An Issuing Bank shall not exceed be under any obligation to issue, amend or extend any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or any law, rule, regulation or orders of any Governmental Authority applicable to such Issuing Bank or any request, rule, guideline or directive (whether or not having the CAD Sublimitforce of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Carlisle shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by In addition, as a condition to any such Letter of Credit issuance, Carlisle shall have entered into a continuing agreement (or other letter of credit agreement) for the relevant Issuing Bank, the applicable Borrower also issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Carlisle shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of Carlisle at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment50,000,000, (iii) no LenderBank’s Revolving Credit Exposure of the applicable Class shall exceed its Revolving Commitment of such Class, and (iv) the total Credit Exposures sum of the applicable Class Total Revolving Credit Exposure plus the aggregate principal amount of outstanding Money Market Loans shall not exceed the total Commitments Revolving Commitments. Carlisle may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Class or Issuing Bank; provided that Carlisle shall not reduce the Letter of Credit Commitment of any other limitation Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable Incremental Facility Agreement, on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (vii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved the Administrative Agent and by the relevant applicable Issuing Bank, electronic communication) to the relevant such Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. The form of any requested Letter of Credit or any requested amendment or extension of a Letter of Credit shall be reasonably acceptable to the applicable Issuing Bank. No Issuing Bank shall be obligated to issue any Letter of Credit (i) in violation of any Applicable Law or policy of such Issuing Bank or any Revolving Lender, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, (iii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank generally applicable to the issuance of letters of credit, (iv) if such Letter of Credit is to be denominated in a currency other than Dollars or (v) if such Letter of Credit contains any provision for automatic reinstatement of the stated amount after any drawing thereunder. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form an LC Application in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000the LC Sublimit, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Revolving Credit Exposures of the applicable Class shall not exceed the total Revolving Commitments of such Class or any then in effect and (iii) the other limitation conditions thereto set forth in this Agreement are met. No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (i) such Issuing Bank would have no obligation at such time to issue the applicable Incremental Facility Agreement, Letter of Credit in its amended form under the terms hereof or (vii) the Aggregate beneficiary of such Letter of Credit Exposure shall does not exceed accept the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitproposed amendment thereto.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any Class)Credit, the applicable Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bankrecipient) to the relevant applicable Issuing Bank and the Administrative Agent (Agent, reasonably in advance of the requested date of issuance, amendment or extension) , a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the requested date of issuance, amendment or extension (which shall be a Business DayDay no earlier than three Business Days (or such shorter period agreed to by such Issuing Bank in its sole discretion) after such Issuing Bank’s receipt of the corresponding request, including any letter of credit application and other documentation or information relating thereto), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class amount and amount currency of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other documentation and information as shall be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended or extended only if (and upon each issuance, amendment or extension of each any Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall will not exceed $100,000,000250,000,000, (ii) the portion of aggregate Credit Exposures will not exceed the aggregate Commitments, (iii) the aggregate Alternative Currency Credit Exposures will not exceed the Alternative Currency Sub-Limit and (iv) the LC Exposure attributable to Letters of Credit issued by an any Issuing Bank will not exceed the Issuing Bank Limit of such Issuing Bank’s LC Commitment, (iii) no Lender’s unless otherwise agreed to in writing by such Issuing Bank. No Issuing Bank shall be under any obligation to issue any Letter of Credit Exposure if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Class shall exceed its Commitment Issuing Bank from issuing the Letter of such ClassCredit, (iv) the total Credit Exposures of or any law applicable to the applicable Class shall not exceed the total Commitments of such Class Issuing Bank or any other limitation set forth in request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Incremental Facility AgreementIssuing Bank shall prohibit, (v) or request that the Aggregate Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitparticular.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall deliver by hand deliver or telecopy facsimile (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of prior to 9:00 am, New York City time, at least three (3) Business Days prior to the requested date of issuance, amendment amendment, or extensionextension (or such shorter period as the Issuing Bank may agree in its sole discretion)) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). Notwithstanding the foregoing to the contrary, the Existing Letters of Credit shall be deemed issued hereunder on the Effective Date without further action. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,0005,000,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the portion Aggregate Revolving Exposure shall not exceed the Loan Limit. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure attributable to in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, (iii) no Lender’s it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit Exposure in excess of its individual Issuing Bank Sublimit in effect at the applicable Class shall exceed its Commitment time of such Classrequest, (iv) the total and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Exposures so issued by an Issuing Bank in excess of the applicable Class its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not exceed affect the total Commitments Issuing Bank Sublimit of such Class or any other limitation Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b). An Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable Incremental Facility Agreementon the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, or (vii) the Aggregate issuance, amendment or extension of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a written notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit or shall submit a letter of credit application on such application, in each case, as required by the Issuing Bank and using the Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the amount of the LC Exposure shall not exceed $100,000,0005,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Total Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount Aggregate Commitment and (viiii) the total each Lender’s Revolving Credit Exposures denominated in Canadian Dollars Exposure shall not exceed such Lender’s Commitment. The Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the CAD SublimitIssuing Bank from issuing, amending or extending such Letter of Credit, or request that the Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any law applicable to the Issuing Bank shall prohibit, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular or any such order, judgment or decree, or law shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance, amendment or extension of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) communication to the relevant an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph clause (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on such application, in each case, as required by the relevant Issuing Bank and using the relevant Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate amount of the LC Exposure shall not exceed $100,000,0007,500,000, (ii) the portion sum of (x) the LC Exposure attributable to aggregate undrawn amount of all outstanding Letters of Credit issued by an any Issuing Bank will at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time (such sum for any Issuing Bank at any time of determination, its “Outstanding LC Amount”) shall not exceed such Issuing Bank’s Letter of Credit Commitment (provided that, notwithstanding this clause (ii) but at all times subject to the immediately preceding clause (i) and the immediately succeeding clauses (iii) and (iv), an Issuing Bank may, in its sole discretion, agree to issue, amend or extend a Letter of Credit if such issuance, amendment or extension would cause such Issuing Bank’s Outstanding LC Amount to exceed its Letter of Credit Commitment), (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Total Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount aggregate Revolving Commitments and (viiv) the total each Lender’s Revolving Credit Exposures denominated in Canadian Dollars Exposure shall not exceed such Xxxxxx’s Revolving Commitment. The Borrower may, at any time and from time to time, reduce the CAD SublimitLetter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that, the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in the immediately preceding clauses (i) through (iv) shall not be satisfied. No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension (other than an automatic extension permitted pursuant to paragraph (c) of this Section 2.04) of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent Agent, prior to 12:00 Noon, New York City time, at least three (reasonably 3) Business Days (or such shorter period of time as the applicable Issuing Bank may agree in advance of its sole discretion) prior to the requested date of issuance, amendment or extension, a notice: (i) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and ; (ii) specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this SectionSection 2.04), ; (iv) specifying the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated ; and (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”) in connection with any request for a Letter of Credit (other than an Existing Letter of Credit). A Letter of Credit shall be issued, amended or extended by an Issuing Bank only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000extension, (iia) the portion of the Total LC Exposure attributable to Letters of Credit issued by an such Issuing Bank will not not, unless such Issuing Bank shall so agree in its sole discretion, exceed the LC Issuance Limit of such Issuing Bank’s LC Commitment, (iiib) the Total LC Exposure will not exceed the Maximum LC Issuance Amount, (c) no Lender’s Credit Exposure of the applicable Class shall will exceed its Commitment of such Class, and (ivd) the total Total Credit Exposures of the applicable Class shall Exposure will not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitLimit.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the relevant Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall not exceed $100,000,00015,000,000, (ii) the portion Total Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments, (iii) each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Revolving Commitment, and (iv) unless otherwise agreed by the applicable Issuing Bank in its sole discretion, (x) the aggregate undrawn amount of the LC Exposure attributable to all outstanding Letters of Credit issued by an any Issuing Bank will at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed such Issuing Bank’s Applicable LC CommitmentSublimit. No Issuing Bank shall be under any obligation to issue, amend or extend any Letter of Credit if: (iiii) no Lender’s any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance, amendment or extension of letters of credit generally or such Letter of Credit Exposure in particular, or any such order, judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable Class shall exceed its Commitment on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance, amendment or extension of such Class, (iv) the total Letter of Credit Exposures of the applicable Class shall not exceed the total Commitments would violate one or more policies of such Class or any other limitation set forth in the Issuing Bank applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitto letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit (other than an automatic extension permitted pursuant to paragraph (c) of any Classthis Section), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing BankCompany on its behalf) shall deliver to the relevant applicable Issuing Bank and the Administrative Agent Agent, at least five Business Days (reasonably or such shorter period as is acceptable to the applicable Issuing Bank) in advance of the requested date of issuance, amendment or extension) , a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name identity of the requesting Borrowerapplicable Borrower or Subsidiary, the requested date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to enable the applicable Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower (or the Company on its behalf) also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended or extended only if (and upon each issuance, amendment or extension of each any Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an any Issuing Bank will not exceed not, unless otherwise agreed by such Issuing Bank’s , exceed the LC CommitmentCommitment of such Issuing Bank, (ii) the aggregate LC Exposure will not exceed US$100,000,000 and (iii) no Lender’s Credit the Revolving Exposure of the applicable Class shall each Revolving Lender will not exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD SublimitRevolving Commitment.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment to amend or extension of extend an outstanding existing Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver deliver, facsimile or telecopy (electronically deliver, including via an Approved Borrower Portal, a “pdf” or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) similar copy to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extensionextension in accordance with the customary procedures (including advance notice requirements) of the applicable Issuing Bank (which, in the case of JPMorgan Chase Bank, N.A., in its capacity as Issuing Bank, shall be no less than three Business Days prior to the requested date of issuance)) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend prepare such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. Each of the Borrower and any Subsidiary co-applicants are responsible for the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance Issuing Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted by the Borrower. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (if, and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC L/C Exposure shall not exceed $100,000,000, 200,000,000 and (ii) the portion Aggregate Revolving Credit Exposure shall not exceed the Line Cap. No Issuing Bank shall be required to issue any Letter of Credit if, after giving effect thereto, the LC aggregate amount of L/C Exposure attributable to Letters of Credit issued by an such Issuing Bank will not would exceed such Issuing Bank’s LC L/C Commitment (but, for the avoidance of doubt, any Issuing Bank may in its sole discretion agree to issue Letters of Credit in excess of its L/C Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimit).

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Representative shall hand deliver deliver, fax or telecopy e-mail (or transmit by electronic communicationthrough Electronic System, including an Approved Borrower Portal, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment amendment, or extension, but in any event no less than three (3) Business Days) a written notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,00060,000,000, (ii) the portion of the LC no Revolving Lender’s Revolving Exposure attributable to Letters of Credit issued by an Issuing Bank will not shall exceed such Issuing Bank’s LC Commitment, its Revolving Commitment and (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Revolving Exposure shall not exceed the Maximum Borrowing Amount aggregate Revolving Commitments. An Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, or (viii) the total issuance, amendment or issuance of such Letter of Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Representative shall deliver by hand deliver or telecopy facsimile (or transmit by electronic communicationthrough Electronic System, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of prior to 8:00 am, Chicago time, at least three (3) Business Days prior to the requested date of issuance, amendment amendment, or extensionextension (or such shorter period as the applicable Issuing Bank may agree in its sole discretion)) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). Notwithstanding the foregoing to the contrary, the Existing Letters of Credit shall be deemed issued hereunder on the Effective Date without further action. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,0005,000,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the portion Aggregate Revolving Exposure shall not exceed Availability. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure attributable to in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, (iii) no Lender’s it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit Exposure in excess of its individual Issuing Bank Sublimit in effect at the applicable Class shall exceed its Commitment time of such Classrequest, (iv) the total and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit Exposures so issued by an Issuing Bank in excess of the applicable Class its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not exceed affect the total Commitments Issuing Bank Sublimit of such Class or any other limitation Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b). An Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any Requirement of Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular, or any such order, judgment or decree, or law shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable Incremental Facility Agreementon the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, or (vii) the Aggregate issuance, amendment or extension of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (cSection 2.06(c) of this Sectionbelow), the Class currency denomination and stated amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the Dollar Equivalent of the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters total Letter of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, Commitments and (iii) no Lender’s Revolving Credit Exposure of the applicable Class shall exceed its Commitment. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Class, (iv) Issuing Bank; provided that the total Credit Exposures of the applicable Class Borrower shall not exceed reduce the total Commitments Letter of Credit Commitment of any Issuing Bank if, after giving effect of such Class or any other limitation reduction, the conditions set forth in the foregoing clauses (i) through (iii) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable Incremental Facility Agreementto such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (vfor which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower Carlisle shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by In addition, as a condition to any such Letter of Credit issuance, Carlisle shall have entered into a continuing agreement (or other letter of credit agreement) for the relevant Issuing Bank, the applicable Borrower also issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower Carlisle shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of Carlisle at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment50,000,000, (iii) no LenderBank’s Revolving Credit Exposure of the applicable Class shall exceed its Revolving Commitment of such Class, and (iv) the total Credit Exposures sum of the applicable Class Total Revolving Credit Exposure plus the aggregate principal amount of outstanding Money Market Loans shall not exceed the total Commitments Revolving Commitments. Carlisle may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Class or Issuing Bank; provided that Carlisle shall not reduce the Letter of Credit Commitment of any other limitation Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable Incremental Facility Agreement, on the Effective Date and that such Issuing Bank in good xxxxx xxxxx material to it; or (vii) the Aggregate issuance of such Letter of Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimit.would violate one or more policies of such Issuing Bank applicable to letters of credit generally. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 58 -

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably not less than three (3) Business Days in advance of the requested date of issuance, amendment or extension) a notice notice: (i) requesting the issuance of a Letter of Credit of such Class, or identifying the Letter of Credit of such Class to be amended amended, renewed or extended, and ; (ii) specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), ; (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with paragraph Section 2.08(c)); (civ) of this Section), specifying the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated ; (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend amend, renew or extend such Letter of Credit; and (vi) specifying the amount of the then effective Borrowing Base, the Aggregate Elected Commitment Amounts, the current Aggregate Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment or extension of an outstanding Letter of Credit) and the pro forma Aggregate Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment or extension of an outstanding Letter of Credit). 66 Each notice shall constitute a representation that after giving effect to the requested issuance, amendment or extension, as applicable, (A) the LC Exposure shall not exceed the LC Commitment, (B) each Issuing Bank’s individual LC Exposure shall not exceed such Issuing Bank’s LC Issuance Limit and (C) the Aggregate Revolving Credit Exposures shall not exceed the Aggregate Elected Commitment Amounts. Notwithstanding the foregoing, no Issuing Bank shall at any time be obligated to issue, amend, renew or extend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder, unless (x) the Borrower cash collateralizes such Defaulting Lender’s portion of the total LC Exposure (calculated after giving effect to the issuance, amendment or extension of such Letter of Credit) in accordance with the procedures set forth in Section 2.08(j) or (y) such Issuing Bank has entered into arrangements satisfactory to such Issuing Bank in its sole discretion with the Borrower or such Defaulting Lender to eliminate such Issuing Bank’s risk with respect to such Defaulting Lender’s portion of the total LC Exposure. If requested by the relevant any Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A ; provided that, in the event of any conflict between such application or any Letter of Credit shall be issued, amended or extended only if (Agreement and upon issuance, amendment or extension the terms of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility this Agreement, (v) the Aggregate Credit Exposure terms of this Agreement shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitcontrol.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy fax (or transmit by electronic communicationthrough any Electronic System or an Approved Borrower Portal, in each case, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a written notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof thereof, and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). A In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. No Letter of Credit shall be issued, amended or extended only if unless (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the aggregate LC Exposure shall not exceed $100,000,0005,000,000, (ii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the portion Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure attributable to in respect of all Letters of Credit issued by an Issuing Bank will not such Person and its Affiliates would exceed such Issuing Bank’s LC CommitmentIssuing Bank Sublimit. Without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations set forth in clauses (i) through (iii) no Lender’s of this Section 2.06(b). The Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit Exposure if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing, amending or extending such Letter of Credit, or request that the Issuing Bank refrain from issuing, amending or extending such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular, or any such order, judgment, decree, Requirement of Law, request or directive shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance, amendment or extension of such Letter of Credit would violate one or more policies of the Issuing Bank applicable Class shall exceed its Commitment to letters of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitcredit generally.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant applicable Issuing Bank) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, (1) the date of issuance, amendment or extension (which shall be a Business Day), (2) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), (3) the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), 4) the name and address of the beneficiary thereof thereof, (5) whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit (subject to confirmation of such status by the applicable Issuing Bank) and (6) such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request to it for a Letter of Credit. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any such letter of credit application, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC Exposure shall not exceed $100,000,0001,500,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Revolving Exposures of the applicable Class shall not exceed the total Revolving Commitments of such Class or any other limitation set forth and (iii) in the applicable Incremental Facility Agreementcase of any Letter of Credit to be issued, (v) amended or extended at the Aggregate request of PTFI, the total Revolving Exposures in respect of Loans made to PTFI and outstanding Letters of Credit Exposure requested by PTFI shall not exceed the Maximum Borrowing Amount PTFI Exposure Cap. Each determination by the applicable Issuing Bank as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit shall be conclusive and binding upon the Borrowers and the Lenders. Notwithstanding anything to the contrary in this Agreement, no Issuing Bank shall be under any obligation to issue amend or extend any Letter of Credit if: (via) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing, amending or extending the Letter of Credit, or any law, rule, regulation or treaty applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance, amendment or extension of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Bank in good xxxxx xxxxx material to it; (b) the total issuance, amendment or extension of the Letter of Credit Exposures denominated would violate one or more policies of the Issuing Bank applicable to letters of credit generally; (c) the Issuing Bank does not as of the issuance date of the requested Letter of Credit issue, amend or extend Letters of Credit in Canadian Dollars shall not exceed the CAD Sublimitrequested currency; or (d) any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Bank (in its sole discretion) with the applicable Borrower or such Lender to eliminate the Issuing Bank’s actual or potential fronting exposure (after giving effect to Section 2.19) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued, amended or extended or that Letter of Credit and all other LC Exposure as to which the Issuing Bank has actual or potential fronting exposure, as it may elect in its sole discretion.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit (other than an automatic extension permitted pursuant to paragraph (c) of any Classthis Section), the applicable Borrower shall hand deliver or telecopy fax (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bankrecipient) to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of Agent, at least three Business Days prior to the requested date of issuance, amendment or extension) , a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the requested date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be requested by the applicable Issuing Bank as necessary to enable such Issuing Bank to prepare, amend or extend such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Creditsuch request. A Letter of Credit shall be issued, amended or extended only if (and upon each issuance, amendment or extension of each any Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension extension, (i) the LC Exposure shall will not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an any Issuing Bank will not exceed the LC Commitment of such Issuing Bank’s LC Commitment, (iii) no Lender’s Credit Lender will have a Revolving Exposure of the applicable Class shall exceed greater than its Commitment of such Class, and (iv) the total Credit Exposures of the applicable Class shall Aggregate Revolving Exposure will not exceed the total Commitments Aggregate Commitment. The Borrower may, at any time and from time to time, reduce the LC Commitment of any Issuing Bank with the consent of such Class or Issuing Bank; provided that the Borrower shall not reduce the LC Commitment of any other limitation Issuing Bank if, after giving effect to such reduction, the condition set forth in the applicable Incremental Facility Agreement, clause (vii) the Aggregate Credit Exposure above shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars be satisfied. Each Issuing Bank agrees that it shall not exceed permit any issuance, increase or extension of a Letter of Credit to occur unless it shall have given to the CAD SublimitAdministrative Agent written notice thereof required under paragraph (m) of this Section.

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment to amend or extension of extend an outstanding existing Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver, facsimile or electronically deliver a “pdf” or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) similar copy to the relevant applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extensionextension in accordance with the customary procedures (including advance notice requirements) of the applicable Issuing Bank) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day)extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Sectionbelow), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend prepare such Letter of Credit. If requested by the relevant applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. Each of the Borrower and any Subsidiary co-applicants are responsible for the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance Issuing Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted by the Borrower. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (if, and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the LC L/C Exposure shall not exceed $100,000,000, 200,000,000 and (ii) the portion Aggregate Revolving Credit Exposure shall not exceed the Line Cap. No Issuing Bank shall be required to issue any Letter of Credit if, after giving effect thereto, the LC aggregate amount of L/C Exposure attributable to Letters of Credit issued by an such Issuing Bank will not would exceed such Issuing Bank’s LC L/C Commitment (but, for the avoidance of doubt, any Issuing Bank may in its sole discretion agree to issue Letters of Credit in excess of its L/C Commitment, (iii) no Lender’s Credit Exposure of the applicable Class shall exceed its Commitment of such Class, (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Credit Exposure shall not exceed the Maximum Borrowing Amount and (vi) the total Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimit).

Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit of any Class (or the amendment or extension of an outstanding Letter of Credit of any ClassCredit), the applicable Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant respective Issuing Bank) to the relevant an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit of such ClassCredit, or identifying the Letter of Credit of such Class to be amended or extended, and specifying the name of the requesting Borrower, the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the Class and amount of such Letter of Credit, the currency in which such Letter of Credit shall be denominated (which shall be a currency in which the requesting Borrower is entitled to make Borrowings of such Class under this Agreement), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the relevant Issuing BankIn addition, as a condition to any such Letter of Credit issuance, the applicable Borrower also shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application on application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form in connection with any request for (each, a “Letter of CreditCredit Agreement”). In the event of any conflict, inconsistency or overlap between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed $100,000,000, (ii) the portion of the LC Exposure attributable to Letters of Credit issued by an Issuing Bank will not exceed such Issuing Bank’s LC Commitment40,000,000, (iii) no LenderBank’s Revolving Credit Exposure of the applicable Class shall exceed its Revolving Commitment of such Class, and (iv) the total Credit Exposures of the applicable Class shall not exceed the total Commitments of such Class or any other limitation set forth in the applicable Incremental Facility Agreement, (v) the Aggregate Total Revolving Credit Exposure shall not exceed the Maximum Borrowing Amount total Revolving Commitments. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (vii) through (iv) above shall not be satisfied. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good fxxxx xxxxx material to it; or (ii) the total issuance of such Letter of Credit Exposures denominated in Canadian Dollars shall not exceed the CAD Sublimitwould violate one or more policies of such Issuing Bank applicable to letters of credit generally.