Common use of Procedure for Issuance and Renewal of Letters of Credit Clause in Contracts

Procedure for Issuance and Renewal of Letters of Credit. 11.7.1 The Canadian Borrower may request an Issuing Bank, with a copy to the Administrative Agent, to issue a Letter of Credit under the Facility A Credit by delivering to the Issuing Bank at its office specified from time to time to the Canadian Borrower a commercial letter of credit application or a standby letter of credit application or a letter of guarantee application, as appropriate, on the applicable Issuing Bank’s then customary form for a commercial letter of credit or standby letter of credit or letter of guarantee respectively (each such form, as it may be modified from time to time, a “Letter of Credit Application”), completed to the satisfaction of such Issuing Bank, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements set forth herein) and such other certificates, documents and other papers and information as the Issuing Bank may reasonably request; provided that in the event of a conflict between this Agreement and the applicable Letter of Credit Application, this Agreement shall govern with respect to such conflict. In connection with a pending Permitted Acquisition, the Canadian Borrower may request the issuance of a Letter of Credit on behalf of a Person that is the subject of the pending Permitted Acquisition, provided that the Canadian Borrower shall remain liable for all obligations in respect of any such Letter of Credit. 11.7.2 Within one (1) Business Day following the date on which the Administrative Agent shall have received a copy of an application for the issuance of a Facility A Letter of Credit, the Administrative Agent shall advise the applicable Issuing Bank and the Borrower as to whether the issue of the requested Letter of Credit would result in the Letter of Credit Exposure in respect of Facility A Letters of Credit to exceed the then Facility A Available Commitment. If the Letter of Credit Exposure in respect of Facility A Letters of Credit would exceed the then Facility A Available Commitment as a result of the issuance of the requested Letter of Credit, the Borrower shall withdraw its request. 11.7.3 Within three (3) Business Days following the date on which an Issuing Bank shall have received an application for the issuance of a Letter of Credit including the form thereof, and such additional certificates, documents and other papers and information as such Issuing Bank may have reasonably requested in satisfaction of all conditions to the issuance thereof, such Issuing Bank shall, provided the conditions of ARTICLE 13 have been complied with, issue such Letter of Credit (if the Canadian Borrower shall have requested that such Letter of Credit be issued immediately) or (if the Canadian Borrower shall have requested in the related Letter of Credit Application that such Letter of Credit be issued at a later date) the Administrative Agent shall notify the Canadian Borrower that the applicable Issuing Bank shall, provided the conditions of ARTICLE 13 have been complied with, issue such Letter of Credit on such later date, or that the applicable Issuing Bank shall not issue such Letter of Credit by reason of a provision set forth herein. 11.7.4 The Canadian Borrower may request the extension or renewal for up to 365 days of a Letter of Credit issued for its account hereunder which is not automatically renewed in accordance with the terms contained therein, by giving written notice to the Administrative Agent and the applicable Issuing Bank at least ten (10) Business Days prior to the then current expiry date of such Letter of Credit (provided that the Issuing Bank may accommodate notices on shorter notice in its sole discretion). 11.7.5 With respect to any Letter of Credit issued hereunder which by its terms is automatically renewed or extended unless notice to the contrary is received by the beneficiary thereunder within the time period set forth therein (the “Revocation Period”), the applicable Issuing Bank shall, upon receipt of notice from the Administrative Agent (which notice must be received by the Issuing Bank not later than noon, Toronto time, ten (10) Business Days prior to the expiration of the Revocation Period), to the effect that the Required Lenders have elected not to extend the current expiry date of such Letter of Credit, promptly notify the Canadian Borrower and the beneficiary thereunder that such Letter of Credit shall not be renewed. Unless such notice from the Administrative Agent is received by the applicable Issuing Bank in respect of any Letter of Credit, such Letter of Credit shall automatically be renewed or extended in accordance with its provisions. 11.7.6 Notwithstanding anything to the contrary in this Agreement, (a) an Issuing Bank shall have no obligation to extend or renew any Letter of Credit issued hereunder to an expiry date extending beyond the Facility A Maturity Date or at any time when a Default or an Event of Default has occurred which has not been waived or cured and (b) no Lender shall have any obligation to purchase a participation in an Issuing Bank’s obligations and rights under any Letter of Credit extended or renewed to a date beyond the Facility A Maturity Date.

Procedure for Issuance and Renewal of Letters of Credit. 11.7.1 (i) The Canadian Borrower may request an that the Issuing Bank, with a copy to the Administrative Agent, to Lender issue a Letter of Credit under pursuant to Section 3.9 by delivering a notice to the Facility A Credit Agent pursuant to Section 3.4(e) and by delivering to the Issuing Bank Lender at its office specified from time to time to the Canadian Borrower Issuing Lender’s Branch of Account a commercial letter of credit application or a standby letter of credit application or a letter of guarantee application, as appropriate, on and indemnity in the applicable Issuing BankLender’s then customary form for a commercial letter of credit or standby letter of credit or letter of guarantee respectively (each as such form, as it form may be modified from time to time, a the “Letter of Credit Application”), completed to the satisfaction of such the Issuing Bank, Lender together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements set forth herein) and such other certificates, documents and other papers and information as the Issuing Bank Lender may reasonably request; provided that in the event of a conflict between this Agreement and the applicable Letter of Credit Application, this Agreement shall govern with respect to such conflict. In connection with a pending Permitted Acquisition, the Canadian Borrower may request the issuance of a Letter of Credit on behalf of a Person that is the subject of the pending Permitted Acquisition, provided that the Canadian Borrower shall remain liable for all obligations in respect of any such Letter of Credit. 11.7.2 Within one (1ii) Business Day following the date on which the Administrative Agent shall have received a copy of an application for the issuance of a Facility A Letter of Credit, the Administrative Agent shall advise the applicable Issuing Bank and the Borrower as to whether the issue of the requested Letter of Credit would result in the Letter of Credit Exposure in respect of Facility A Letters of Credit to exceed the then Facility A Available Commitment. If the Letter of Credit Exposure in respect of Facility A Letters of Credit would exceed the then Facility A Available Commitment as a result of the issuance of the requested Letter of Credit, the Borrower shall withdraw its request. 11.7.3 Within three (3) Business Days following the date on which an the Issuing Bank Lender shall have received an application for the issuance of a notice pursuant to Section 3.4(e) and the Issuing Lender shall have received the Letter of Credit Application including the proposed form thereof, of the Letter of Credit and such additional certificates, documents and other papers and information as such the Issuing Bank Lender may have reasonably requested in satisfaction of all conditions to the issuance thereof, such the Issuing Bank Lender shall, provided the all other conditions of ARTICLE 13 precedent contained in this Agreement have been complied with, issue such Letter of Credit (if the Canadian Borrower shall have requested that such Letter of Credit be issued immediately) or (if the Canadian Borrower shall have requested in the related Letter of Credit Application that such Letter of Credit be issued at a later date) the Administrative Agent shall notify the Canadian Borrower that the applicable Issuing Bank shall, provided the conditions of ARTICLE 13 have been complied with, issue such Letter of Credit on such later date, or that the applicable Issuing Bank shall not issue such Letter of Credit by reason of a provision set forth hereinCredit. 11.7.4 (iii) The Canadian Borrower may request the extension or renewal for up to 365 days of a Letter of Credit issued for its account hereunder which is not automatically renewed in accordance with the terms contained therein, under this Section 3.9 by giving written notice to the Administrative Agent and the applicable Issuing Bank Lender at least ten three (103) Business Days prior to the then current expiry date of such Letter of Credit (provided that the Issuing Bank Lender may accommodate notices on shorter notice in its sole discretion). 11.7.5 With respect to any Letter . If all conditions precedent contained in this Agreement (including the payment of Credit issued hereunder which by its terms is automatically renewed or extended unless notice the necessary fees under Section 5.6) shall have been fulfilled as required thereby and subject to the contrary is received by the beneficiary thereunder within the time period set forth therein (the “Revocation Period”), the applicable Issuing Bank shall, upon receipt other terms of notice from the Administrative Agent (which notice must be received by the Issuing Bank not later than noon, Toronto time, ten (10) Business Days prior to the expiration of the Revocation Period), to the effect that the Required Lenders have elected not to extend the current expiry date of such Letter of Credit, promptly notify the Canadian Borrower and the beneficiary thereunder that such Letter of Credit shall not be renewed. Unless such notice from the Administrative Agent is received by the applicable Issuing Bank in respect of any Letter of Credit, such Letter of Credit shall automatically be renewed or extended in accordance with its provisions. 11.7.6 Notwithstanding anything to the contrary in this Agreement, (a) an the Issuing Bank shall have no obligation to extend or renew any Letter of Credit issued hereunder to an expiry date extending beyond the Facility A Maturity Date or at any time when a Default or an Event of Default has occurred which has not been waived or cured and (b) no Lender shall have any obligation to purchase a participation in an Issuing Bank’s obligations and rights under any Letter of Credit extended promptly issue such extension or renewed to a date beyond the Facility A Maturity Daterenewal.

Procedure for Issuance and Renewal of Letters of Credit. 11.7.1 (i) The Canadian Borrower may request an Issuing Bank, with that a copy to the Administrative Agent, to Fronting Lender issue a Fronted Letter of Credit under pursuant to Section 3.9 by delivering a notice to the Facility A Credit Agent pursuant to Section 3.4(e) and by delivering to the Issuing Bank a Fronting Lender at its office specified from time to time to the Canadian Borrower such Fronting Lender's Branch of Account a commercial letter of credit application or a standby letter of credit application or a letter of guarantee application, as appropriate, on the applicable Issuing Bank’s and indemnity in such Fronting Lender's then customary form for a commercial letter of credit or standby letter of credit or letter of guarantee respectively (each as such form, as it form may be modified from time to time, a “the "Letter of Credit Application”"), completed to the satisfaction of such Issuing Bank, Fronting Lender together with the proposed form of such Fronted Letter of Credit (which shall comply with the applicable requirements set forth herein) and such other certificates, documents and other papers and information as the Issuing Bank such Fronting Lender may reasonably request; provided that in the event of a conflict between this Agreement and the applicable Letter of Credit Application, this Agreement shall govern with respect to such conflict. In connection with a pending Permitted Acquisition, the Canadian Borrower may request the issuance of a Letter of Credit on behalf of a Person that is the subject of the pending Permitted Acquisition, provided that the Canadian Borrower shall remain liable for all obligations in respect of any such Letter of Credit. 11.7.2 Within one (1ii) Business Day following the date on which the Administrative Agent shall have received a copy of an application for the issuance of a Facility A Letter of Credit, the Administrative Agent shall advise the applicable Issuing Bank and the Borrower as to whether the issue of the requested Letter of Credit would result in the Letter of Credit Exposure in respect of Facility A Letters of Credit to exceed the then Facility A Available Commitment. If the Letter of Credit Exposure in respect of Facility A Letters of Credit would exceed the then Facility A Available Commitment as a result of the issuance of the requested Letter of Credit, the Borrower shall withdraw its request. 11.7.3 Within three (3) Business Days following the date on which an Issuing Bank any Fronting Lender shall have received an application for the issuance of a notice pursuant to Section 3.4(e) and such Fronting Lender shall have received the applicable Letter of Credit Application including the proposed form thereof, of the Fronted Letter of Credit and such additional certificates, documents and other papers and information as such Issuing Bank Fronting Lender may have reasonably requested in satisfaction of all conditions to the issuance thereof, such Issuing Bank Fronting Lender shall, provided the all other conditions of ARTICLE 13 precedent contained in this Agreement have been complied with, issue such Fronted Letter of Credit (if the Canadian Borrower shall have requested that such Letter of Credit be issued immediately) or (if the Canadian Borrower shall have requested in the related Letter of Credit Application that such Letter of Credit be issued at a later date) the Administrative Agent shall notify the Canadian Borrower that the applicable Issuing Bank shall, provided the conditions of ARTICLE 13 have been complied with, issue such Letter of Credit on such later date, or that the applicable Issuing Bank shall not issue such Letter of Credit by reason of a provision set forth hereinCredit. 11.7.4 (iii) The Canadian Borrower may request the extension or renewal for up to 365 days of a Fronted Letter of Credit issued for its account hereunder which is not automatically renewed in accordance with the terms contained therein, under this Section 3.9 by giving written notice to the Administrative Agent and the applicable Issuing Bank Fronting Lender at least ten three (103) Business Days prior to the then current expiry date of such Fronted Letter of Credit (provided that the Issuing Bank applicable Fronting Lender may accommodate notices on shorter notice in its sole discretion). 11.7.5 With respect to any Letter . If all conditions precedent contained in this Agreement (including the payment of Credit issued hereunder which by its terms is automatically renewed or extended unless notice the necessary fees under Section 5.5) shall have been fulfilled as required thereby and subject to the contrary is received by the beneficiary thereunder within the time period set forth therein (the “Revocation Period”)other terms of this Agreement, the applicable Issuing Bank shall, upon receipt of notice from the Administrative Agent (which notice must be received by the Issuing Bank not later than noon, Toronto time, ten (10) Business Days prior to the expiration of the Revocation Period), to the effect that the Required Lenders have elected not to extend the current expiry date of such Letter of Credit, promptly notify the Canadian Borrower and the beneficiary thereunder that such Letter of Credit shall not be renewed. Unless such notice from the Administrative Agent is received by the applicable Issuing Bank in respect of any Letter of Credit, such Letter of Credit shall automatically be renewed or extended in accordance with its provisions. 11.7.6 Notwithstanding anything to the contrary in this Agreement, (a) an Issuing Bank shall have no obligation to extend or renew any Letter of Credit issued hereunder to an expiry date extending beyond the Facility A Maturity Date or at any time when a Default or an Event of Default has occurred which has not been waived or cured and (b) no Fronting Lender shall have any obligation to purchase a participation in an Issuing Bank’s obligations and rights under any Letter of Credit extended promptly issue such extension or renewed to a date beyond the Facility A Maturity Daterenewal.

Procedure for Issuance and Renewal of Letters of Credit. 11.7.1 9.7.1 The Canadian Borrower may request an the Issuing Bank, with a copy to the Administrative Agent, to issue a Letter of Credit under the Credit Facility A Credit by delivering to the Issuing Bank at its office specified from time to time to the Canadian Borrower a commercial letter of credit application or a standby letter of credit application or a letter of guarantee application, as appropriate, on the applicable Issuing Bank’s then customary form for a commercial letter of credit or standby letter of credit or letter of guarantee guarantee, respectively (each such form, as it may be modified from time to time, a “Letter of Credit Application”), completed to the reasonable satisfaction of such the Issuing Bank, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements set forth herein) and such other certificates, documents and other papers and information as the Issuing Bank may reasonably request; provided that in the event of a conflict between this Agreement and the applicable Letter of Credit Application, this Agreement shall govern with respect to such conflict. In connection with a pending Permitted Acquisition, the Canadian Borrower may request the issuance of a Letter of Credit on behalf of a Person that is the subject of the pending Permitted Acquisition, provided that the Canadian Borrower shall remain liable for all obligations in respect of any such Letter of Credit. 11.7.2 Within one (1) Business Day following 9.7.2 Following the date on which the Administrative Agent shall have received a copy of an application for the issuance of a Facility A Letter of Credit, the Administrative Agent shall advise the applicable Issuing Bank and the Borrower as to whether the issue of the requested Letter of Credit would result in the Letter of Credit Exposure in respect of Facility A Letters of Credit to exceed the then Facility A Available Commitment. If the Letter of Credit Exposure in respect of Facility A Letters of Credit would exceed the then Facility A Available Commitment as a result of the issuance of the requested Letter of Credit, the Borrower shall withdraw its request. 11.7.3 Within three (3) Business Days following the date on which an Issuing Bank shall have received an application for the issuance of a Letter of Credit Application including the form thereofof the Letter of Credit then requested, and such additional certificates, documents and other papers and information as such the Issuing Bank may have reasonably requested in satisfaction of all conditions to the issuance thereof, such the Issuing Bank shall, provided the conditions of ARTICLE 13 11 have been complied in all material respects with, issue such Letter of Credit (if the Canadian Borrower shall have requested that such Letter of Credit be issued immediately) or (if the Canadian Borrower shall have requested in the related Letter of Credit Application that such Letter of Credit be issued at a later date) the Administrative Agent shall notify the Canadian Borrower that the applicable Issuing Bank shall, provided the conditions of ARTICLE 13 11 have been complied withwith in all material respects, issue such Letter of Credit on such later date, or that the applicable Issuing Bank shall not issue such Letter of Credit by reason of a provision set forth herein. 11.7.4 9.7.3 The Canadian Borrower may request the extension or renewal for up to 365 364 days of a Letter of Credit issued for its account hereunder which is not automatically renewed in accordance with the terms contained therein, by giving written notice to the Administrative Agent and the applicable Issuing Bank at least ten (10) Business Banking Days prior to the then current expiry date of such Letter of Credit (provided that the Issuing Bank may accommodate notices on shorter notice in its sole discretion). 11.7.5 With respect to any Letter of Credit issued hereunder which by its terms is automatically renewed or extended unless notice to . If the contrary is received by the beneficiary thereunder within the time period set forth therein (the “Revocation Period”)conditions precedent in Section 11.2 shall have been fulfilled as required thereby, the applicable Issuing Bank shall, upon receipt of notice from the Administrative Agent (which notice must be received by the Issuing Bank not later than noon, Toronto time, ten (10) Business Days prior to the expiration of the Revocation Period), to the effect that the Required Lenders have elected not to extend the current expiry date of shall promptly issue such Letter of Credit, promptly notify the Canadian Borrower and the beneficiary thereunder that such Letter of Credit shall not be renewed. Unless such notice from the Administrative Agent is received by the applicable Issuing Bank in respect of any Letter of Credit, such Letter of Credit shall automatically be renewed extension or extended in accordance with its provisionsrenewal. 11.7.6 9.7.4 Notwithstanding anything to the contrary in this Agreement, (a) an the Issuing Bank shall have no obligation to extend or renew any Letter of Credit issued hereunder to an expiry a maturity date extending beyond the Facility A Maturity Date or at any time when a Default or an Event of Default has occurred which has not been waived or cured and (b) no Lender shall have any obligation to purchase a participation in an Issuing Bank’s obligations and rights under any is continuing. 9.7.5 Each Letter of Credit extended or renewed shall be issued upon terms and conditions acceptable to a date beyond the Facility A Issuing Bank and the Borrower. 9.7.6 In the event that on the Maturity DateDate there are any outstanding Letters of Credit under the Credit Facility, the Borrower shall thereupon provide the Issuing Bank with funds for the full amount of the Letter of Credit Exposure.

Procedure for Issuance and Renewal of Letters of Credit. 11.7.1 10.7.1 The Canadian Borrower may request an Issuing Bank, with a copy to the Administrative Agent, to issue a Letter of Credit under the Facility A Credit or the Facility B Credit by delivering to the Issuing Bank at its office specified from time to time to the Canadian Borrower a commercial letter of credit application or a standby letter of credit application or a letter of guarantee application, as appropriate, on the applicable Issuing Bank’s then customary form for a commercial letter of credit or standby letter of credit or letter of guarantee respectively (each such form, as it may be modified from time to time, a “Letter of Credit Application”), completed to the satisfaction of such Issuing Bank, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements set forth herein) and such other certificates, documents and other papers and information as the Issuing Bank may reasonably request; provided that in the event of a conflict between this Agreement and the applicable Letter of Credit Application, this Agreement shall govern with respect to such conflict. In connection with a pending Permitted Acquisition, the Canadian Borrower may request the issuance of a Letter of Credit on behalf of a Person that is the subject of the pending Permitted Acquisition, provided that the Canadian Borrower shall remain liable for all obligations in respect of any such Letter of Credit. 11.7.2 10.7.2 Within one (1) Business Day following the date on which the Administrative Agent shall have received a copy of an application for the issuance of a Facility A Letter of Credit, the Administrative Agent shall advise the applicable Issuing Bank and the Borrower as to whether the issue of the requested Letter of Credit would result in the Letter of Credit Exposure in respect of Facility A Letters of Credit to exceed the then Facility A Available Commitment. If the Letter of Credit Exposure in respect of Facility A Letters of Credit would exceed the then Facility A Available Commitment as a result of the issuance of the requested Letter of Credit, the Borrower shall withdraw its request. 11.7.3 10.7.3 Within three (3) Business Days following the date on which an Issuing Bank shall have received an application for the issuance of a Letter of Credit including the form thereof, and such additional certificates, documents and other papers and information as such Issuing Bank may have reasonably requested in satisfaction of all conditions to the issuance thereof, such Issuing Bank shall, provided the conditions of ARTICLE 13 12 have been complied with, issue such ​ ​ Letter of Credit (if the Canadian Borrower shall have requested that such Letter of Credit be issued immediately) or (if the Canadian Borrower shall have requested in the related Letter of Credit Application that such Letter of Credit be issued at a later date) the Administrative Agent shall notify the Canadian Borrower that the applicable Issuing Bank shall, provided the conditions of ARTICLE 13 12 have been complied with, issue such Letter of Credit on such later date, or that the applicable Issuing Bank shall not issue such Letter of Credit by reason of a provision set forth herein. 11.7.4 10.7.4 The Canadian Borrower may request the extension or renewal for up to 365 days of a Letter of Credit issued for its account hereunder which is not automatically renewed in accordance with the terms contained therein, by giving written notice to the Administrative Agent and the applicable Issuing Bank at least ten (10) Business Days prior to the then current expiry date of such Letter of Credit (provided that the Issuing Bank may accommodate notices on shorter notice in its sole discretion). 11.7.5 10.7.5 With respect to any Letter of Credit issued hereunder which by its terms is automatically renewed or extended unless notice to the contrary is received by the beneficiary thereunder within the time period set forth therein (the “Revocation Period”), the applicable Issuing Bank shall, upon receipt of notice from the Administrative Agent (which notice must be received by the Issuing Bank not later than noon, Toronto time, ten (10) Business Days prior to the expiration of the Revocation Period), to the effect that the Required Lenders have elected not to extend the current expiry date of such Letter of Credit, promptly notify the Canadian Borrower and the beneficiary thereunder that such Letter of Credit shall not be renewed. Unless such notice from the Administrative Agent is received by the applicable Issuing Bank in respect of any Letter of Credit, such Letter of Credit shall automatically be renewed or extended in accordance with its provisions. 11.7.6 10.7.6 Notwithstanding anything to the contrary in this Agreement, (a) an Issuing Bank shall have no obligation to extend or renew any Letter of Credit issued hereunder to an expiry date extending beyond the Facility A Maturity Date or the Facility B Maturity Date, as the case may be, or at any time when a Default or an Event of Default has occurred which has not been waived or cured and (b) no Lender shall have any obligation to purchase a participation in an Issuing Bank’s obligations and rights under any Letter of Credit extended or renewed to a date beyond the Facility A Maturity Date or Facility B Maturity Date, as the case may be.