Common use of Procedure for Issuance of Letter of Credit Clause in Contracts

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Effective Date, prior to) the Effective Date until the Revolving Termination Date request that the an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of the such Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon Promptly upon receipt of any Application, such Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative at least two (2) Business Days prior to the requested date of issuance, or one (1) Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit (a) earlier than (i) three (3) Business Days after Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than ten (10) Business Days, (or in each case such shorter period as may be agreed to by the applicable Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable Issuing Lender and the BorrowerBorrower Representative. The applicable Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Issuing Lender Administrative Agent shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Revolving Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor an expiration in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor an expiration in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Termination Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor an expiration in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor an expiration in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Termination Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may - 58 - be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall calculate the U.S. Dollar Equivalent of such Letter of Credit if it is to be denominated in an Alternate Currency and shall notify the Borrower so requests, and the applicable Issuing Lender may, in its sole of the Aggregate Exposure after giving effect to (a) the issuance of such Letter of Credit and absolute discretion, agree to issue a (b) the issuance or expiration of any other Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender is to prevent any such extension at least once in each 12-month period (be issued or such longer period in will expire prior to the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the requested date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a . A Letter of Credit with a tenor in excess shall be issued only if (and upon delivery of 12 months) to be agreed upon at an Application therefor and the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, issuance thereof the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender represent and warrant that), after giving effect to permit the such issuance, amendment, renewal or extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would the L/C Obligations shall not be permittedexceed $120,000,000, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or 105% of the U.S. Dollar Equivalent of the L/C Obligations applicable to Letters of Credit denominated in writing) on or before Alternate Currencies shall not exceed the day that is five Business Days before the Non-Extension Notice Date lesser of (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or $40,000,000 and (B) from the Administrative Agent, any Lender or Availability and (iii) the Borrower that one or more Aggregate Exposure shall not exceed the lesser of (A) the applicable conditions specified in Section 7 are not then satisfied, Aggregate Commitment and in each such case directing such Issuing Lender not to permit such extension(B) the Borrowing Base.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the such Issuing Lender, and such other certificates, documents and other papers and information as the such Issuing Lender may request. Concurrently with the delivery of an Application to an Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing ), provided that, such Issuing Lender may, prior to the issuance of any original Letter of Credit, request the Borrower obtain confirmation from the beneficiary thereof that the form of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to is acceptable. Promptly after issuance by the an Issuing Lender and the Borrower. The of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereofBorrower. The Each Issuing Lender shall promptly furnish give notice to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue shall provide a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension copy of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that as soon as possible after the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more date of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionissuance.

Procedure for Issuance of Letter of Credit. The Borrower Borrowers may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the Issuing Lender, Lender and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the Issuing Lender. Concurrently with the delivery of an Application to the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary policies and procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrowers (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its the Issuing Lender’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereofBorrowers. The Issuing Lender shall promptly furnish give notice to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue shall provide a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension copy of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that as soon as possible after the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more date of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionissuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefortherefor (including by telecopy), completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the (i) Total Revolving Extensions of Credit would not exceed the lesser of (A) Senior Debt Limit at such time, (B) if the Borrowing Base is in effect on the date the Letter of Credit is issued, the Borrowing Base on such date or (C) the Total Revolving Commitments at such time, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall thereby; provided, however, the Issuing Lender shall not be required to issue any Letter of Credit earlier than (a) three Business Days in the case of a new Letter of Credit or (b) one Business Day in the case of an amendment of an existing Letter of Credit, in each case after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Primary Borrower (or, from and after the Revolving Commitment Increase Date and subject to the limitations set forth in Section 2.25, the Additional Borrower) may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the such Issuing Lender (with a copy to the Administrative Agent) at its address for notices specified herein an Application therefor, completed to the satisfaction of the such Issuing Lender, and such other certificates, documents and other papers and information as the such Issuing Lender may request. Upon receipt of any Application, the an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the relevant Borrower (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereofrelevant Borrower. The Each Issuing Lender shall promptly furnish shall, within three days of such issuance, give notice to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof). If Upon the Borrower so requestswritten request of any Revolving Credit Lender, the applicable Issuing Administrative Agent will, within three Business Days of such request, inform such Revolving Credit Lender may, in its sole and absolute discretion, agree to issue a Letter of the aggregate drawable amount of all outstanding Letters of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender issued to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with Borrowers on the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionrequest.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the such Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, such Issuing Lender will verify with the Administrative Agent whether the requested Letter of Credit is permitted under Section 3.1 and following the receipt of such verification, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lender and the applicable Borrower. The Issuing Lender Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall furnish a copy calculate the Dollar Equivalent of such Letter of Credit if it is to be denominated in a currency other than Dollars and shall notify the Company and such Issuing Lender of the amount of the Total Revolving Extensions of Credit after giving effect to (i) the issuance of such Letter of Credit, (ii) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and (iii) the borrowing or repayment of any Revolving Loans or Swingline Loans that (based upon notices delivered to the Administrative Agent by the Company) are to be borrowed or repaid prior to the requested date of issuance of such Letter of Credit. A Letter of Credit shall be issued only if (and upon issuance of each Letter of Credit the relevant Borrower promptly following shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the issuance thereofL/C Obligations shall not exceed the L/C Commitment and (ii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. The Such Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an a completed Application therefor, completed to the satisfaction of the Issuing Lender, therefore and such any other certificates, documents and other papers and information as required pursuant to the Application. Each such notice may be revoked telephonically by the Borrower to the Issuing Lender may requestand the Administrative Agent any time prior to the issuance of the Letter of Credit, provided that such revocation is confirmed in writing by the Borrower to the Issuing Lender and the Administrative Agent within one Business Day by facsimile. Concurrently with the delivery of an Application to the Issuing Lender, the Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the BorrowerBorrower (but in no event shall the Issuing Lender fail to issue any Letter of Credit within three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto). The Promptly after issuance by the Issuing Lender of a Letter of Credit, the Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereofBorrower. The Issuing Lender shall promptly furnish give notice to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice Agent of the issuance of each Letter of Credit issued by the Issuing Lender (including the face amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue shall provide a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension copy of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that as soon as possible after the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more date of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionissuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefortherefor (including by telecopy), completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may requestrequest at least three Business Days before the date on which the Borrower desires the Issuing Lender to issue such Letter of Credit. Upon receipt of any Application, the Issuing Lender will notify the Administrative Agent of the amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested issuance, the (i) Total Revolving Extensions of Credit would not exceed the lesser of (A) Senior Debt Limit at such time, (B) Borrowing Base at such time or (C) the Total Revolving Commitments at such time, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower (with a copy to the Administrative Agent) promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of Credit Request in the Issuing Lenderform of Exhibit G, and attached hereto, accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date. If the Issuing Lender may shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Upon receipt of any ApplicationLetter of Credit Request, the an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary policies procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the terms and procedures conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit Commitments to be less than zero or (iii) the sum of the aggregate amount of Revolving Credit Loans outstanding to a Borrower plus the aggregate amount of L/C Obligations of such Borrower to exceed the Sublimit for such Borrower, shall promptly issue the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three two (2) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender applicable Borrower and the BorrowerIssuing Lender. The Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall furnish promptly notify the Administrative Agent and the applicable Borrower, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter of Credit to the Borrower promptly following the issuance thereofor amendment. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance Upon receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lendernotice, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit shall notify each L/C Participant of such extension issuance or (B) from amendment, and if so requested by an L/C Participant, the Administrative Agent, any Lender Agent shall provide such L/C Participant with copies of such issuance or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionamendment.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of Credit Request in the Issuing Lenderform of Exhibit G, and attached hereto, accompanied by such other certificates, documents and other papers and other information as such Issuing Lender may request not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuing Lender may agree in a particular instance in their sole discretion) prior to the proposed issuance date. If the Issuing Lender may shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application; provided that if the Administrative Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Upon receipt of any ApplicationLetter of Credit Request, the an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary policies procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the terms and procedures conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments to be less than zero, shall promptly issue the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three two (2) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Borrower and the Issuing Lender. Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent and the Borrower. The Issuing Lender , in writing, of such issuance or amendment and such notice shall furnish be accompanied by a copy of such Letter of Credit to the Borrower promptly following the issuance thereofor amendment. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance Upon receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing LenderCHAR1\1740645v10 notice, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit shall notify each L/C Participant of such extension issuance or (B) from amendment, and if so requested by an L/C Participant, the Administrative Agent, any Lender Agent shall provide such L/C Participant with copies of such issuance or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionamendment.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the any Issuing Lender issue a Letter of Credit by delivering to the such Issuing Lender at its address for notices specified herein in accordance with the provisions of Section 10.2 an Application therefor, completed to the reasonable satisfaction of the such Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may requestreasonably request consistent with its customary business practices for comparable transactions (it being expressly understood and agreed by each Issuing Lender that the terms and provisions of each such Application shall be consistent with the terms and provisions of this Agreement). Upon receipt of any Application, the relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, Agent notice of the issuance of each Letter of Credit (including the amount and currency thereof). If the Borrower so requests, the applicable No Issuing Lender may, in its sole and absolute discretion, agree to shall issue a any Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that during any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in commencing on the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior first Business Day after it receives written notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified precedent contained in Section 7 are 5.3 shall not then satisfiedon such date be satisfied or waived, and ending when the Administrative Agent provides written notice to the effect that such conditions are satisfied or waived. The Administrative Agent shall promptly notify the Issuing Lenders upon becoming aware that such conditions in each such case directing such Section 5.3 are thereafter satisfied or waived. The Issuing Lender Lenders shall not otherwise be required to permit such extensiondetermine that, or take notice whether, the conditions precedent set forth in Section 5.3 have been satisfied or waived in connection with the issuance of any Letter of Credit.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to the such Issuing Lender at its address for notices specified herein to the Borrower by such Issuing Lender an Application |US-DOCS\115543490.9|| therefor, with a copy to the Administrative Agent, completed to the reasonable satisfaction of the such Issuing Lender, and such other certificates, documents and other papers and information as the such Issuing Lender may reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other means acceptable to the relevant Issuing Lender. Upon receipt of any Application, the relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event without the consent of the applicable Issuing Lender shall the any Issuing Lender be required to issue (or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lender and the Borrower. The Such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. The Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Tranche A Revolving Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor specifying the purpose therefor, completed to the satisfaction of the Issuing Lender, the certificate of a Responsible Officer of the Borrower and such other certificates, documents and other papers and information as the Issuing Lender may request, with a copy to the General Administrative Agent. Upon receipt of any Application, the Issuing Lender will agrees to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lender and the Borrower, provided, (a) that no Tranche A Letter of Credit to provide financial assurance of reclamation, clean up or other similar changes shall be issued unless and until the General Administrative Agent shall have reasonably determined that such additional financial assurance is required in the amount and at the time requested and that the Loan Party that owns the site or operation in respect of which such assurance is requested is likely to fully perform the obligations supported by such Letter of Credit and (b) that no Tranche B Letter of Credit for increased financial assurances shall be issued unless and until the General Administrative Agent shall have reasonably determined that such additional financial assurance is required in the amount and at the time requested. The Issuing Lender shall furnish a copy of such each Letter of Credit by it hereunder to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the General Administrative Agent, which shall in turn promptly furnish to the L/C Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower Borrowers may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the Issuing Lender, Lender and such other certificates, documents and other papers and information as the Issuing Lender may reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Lender, by personal delivery or by any other means acceptable to the L/C IssuerIssuing Lender. Concurrently with the delivery of an Application to the Issuing Lender, the Parent Borrower shall deliver a copy thereof to the Administrative Agent. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its their respective customary policies and procedures and shall promptly the Issuing Lender will issue the Letter of Credit requested thereby by causing or issuing the original of such Letter of Credit to be issued to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrowers (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its the Issuing Lender’s receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to Credit, the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereofBorrowers. The Issuing Lender shall promptly furnish give notice to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the face amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue shall provide a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension copy of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that as soon as possible after the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more date of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionissuance.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the such Issuing Lender at its address for notices specified herein an Application therefor, completed (with a copy to the satisfaction Administrative Agent) a Letter of Credit Request in the Issuing Lenderform of Exhibit G, and attached hereto, accompanied by such other certificates, documents and other papers and other information as the such Issuing Lender may request. If the Issuing Lender shall so reasonably request, each Letter of Credit Request shall be accompanied by an Application, provided that if the Administrative Agent reasonably determines that such Application contains all information required with respect to a Letter of Credit, no Letter of Credit Request shall be necessary. Upon receipt of any ApplicationLetter of Credit Request, the an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith request in accordance with its customary policies procedures. The Issuing Lender, upon determining that it has received an acceptable Letter of Credit Request, that the terms and procedures conditions of the requested Letter of Credit are acceptable to it and that the Administrative Agent has confirmed that such issuance would not cause (i) the L/C Obligations to exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments to be less than zero, shall promptly issue the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such a Letter of Credit Request). The original of any Letter of Credit shall be delivered to the beneficiary thereof or as otherwise may be agreed to by the Borrower and the Issuing Lender. Promptly after the issuance or amendment of a Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent and the Borrower. The Issuing Lender , in writing, of such issuance or amendment and such notice shall furnish be accompanied by a copy of such Letter of Credit to the Borrower promptly following the issuance thereofor amendment. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance Upon receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lendernotice, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit shall notify each L/C Participant of such extension issuance or (B) from amendment, and if so requested by an L/C Participant, the Administrative Agent, any Lender Agent shall provide such L/C Participant with copies of such issuance or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionamendment.

Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof). If Following receipt of such notice and prior to the issuance of a requested Letter of Credit, the Administrative Agent shall calculate the U.S. Dollar Equivalent of such Letter of Credit if it is to be denominated in an Alternate Currency and shall notify the Borrower so requests, and the applicable Issuing Lender mayof the Aggregate Exposure after giving effect to (i) the issuance of such Letter of Credit, in its sole and absolute discretion, agree to issue a (ii) the issuance or expiration of any other Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter is to be issued or will expire prior to the requested date of Credit”); provided, that any issuance of such Auto-Extension Letter of Credit must permit such Issuing Lender and (iii) the borrowing or repayment of any Loans that (based upon notices delivered to prevent any such extension at least once in each 12-month period (the Administrative Agent by the Borrower) are to be borrowed or such longer period in repaid prior to the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the requested date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a . A Letter of Credit with a tenor in excess shall be issued only if (and upon delivery of 12 months) to be agreed upon at an Application therefor and the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, issuance thereof the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender represent and warrant that), after giving effect to permit the such issuance, amendment, renewal or extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would the L/C Obligations shall not be permittedexceed $100,000,000, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or 105% of the U.S. Dollar Equivalent of the L/C Obligations applicable to Letters of Credit denominated in writing) on or before Alternate Currencies shall not exceed the day that is five Business Days before the Non-Extension Notice Date lesser of (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or $25,000,000 and (B) from the Administrative AgentAvailability and (iii) the Aggregate Exposure shall not exceed the lesser of (A) the Aggregate Commitment, any Lender or (B) the Borrower that one or more of Borrowing Base and (C) the applicable conditions specified in Section 7 are not then satisfiedAvailability Blocker, and in each such case directing such Issuing Lender not to permit such extensionif applicable.

Procedure for Issuance of Letter of Credit. The Borrower Representative may from time to time on any Business Day occurring from (or, in the case of any Letter of Credit permitted to be issued on the Closing Date, prior to) the Closing Date until the Revolving Termination Date request that the an Issuing Lender issue a Letter of Credit by delivering to the relevant Issuing Lender Lender, with a copy to the Administrative Agent, at its address for notices specified herein an Application therefor, completed to the satisfaction of the such Issuing Lender, and such other certificates, documents and other papers and information as the such Issuing Lender may request. Upon Promptly upon receipt of any Application, the relevant Issuing Lender will confirm with the Administrative Agent that the Administrative Agent has received a copy of the Application, and if not, will furnish the Administrative Agent with a copy thereof. Unless such Issuing Lender has received written notice from the Administrative Agent or the Borrower Representative, at least two Business Days prior to the requested date of issuance, or one Business Day prior to the requested date of amendment, as appropriate, of the applicable Letter of Credit, that one or more of the conditions contained in Section 5 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the any Issuing Lender be required to issue any Letter of Credit (a) earlier than three (i) five Business Days, in the case of standby Letters of Credit or similar agreements or (ii) to the extent an Issuing Lender agrees to issue bank guarantees or commercial Letters of Credit, or similar agreements, such period of time as is acceptable to such Issuing Lender, or (b) later than 10 Business Days after (or in each case such shorter period as may be agreed to by an Issuing Lender in any particular instance) after, its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender Lenders and the BorrowerBorrower Representative. The Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower Representative and the Administrative Agent promptly following the issuance thereof. The Issuing Lender Administrative Agent shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, Revolving Lenders notice of the issuance of each Letter of Credit (including the amount thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Borrower may ------------------------------------------ from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender and the Administrative Agent at its address their respective addresses for notices specified herein an Application therefor, completed to the satisfaction of the relevant Issuing LenderLender and the Administrative Agent, and such other certificates, documents and other papers and information as the Issuing Lender or the Administrative Agent may request. Upon In the case of any Letter of Credit to be issued by an Issuing Lender which is a Lender, upon receipt of any Application, the such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the such Issuing Lender and the Borrower. In the case of any Letter of Credit not to be issued by an Issuing Lender which is a Lender, upon receipt of any Application, the Administrative Agent shall cause such Issuing Lender to process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and to promptly issue the Letter of Credit requested thereby (but in no event shall the Administrative Agent be required to cause such Issuing Lender to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Administrative Agent and the Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent promptly following the issuance thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount and expiration date thereof). If the Borrower so requests, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

Procedure for Issuance of Letter of Credit. The Each Borrower may from time to time request that the an Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender (with a copy to the Administrative Agent) at its address for notices specified herein an Application therefor, completed to the satisfaction of the such Issuing Lender, and such other certificates, documents and other papers and information as the such Issuing Lender may request. Upon receipt of any Application, the such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary policies and procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the relevant Borrower (but in no event shall the any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) ). Promptly after issuance by issuing the original an Issuing Lender of such a Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower. The Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereofrequesting Borrower. The Each Issuing Lender shall promptly furnish shall, within three days of such issuance, give notice to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof). If Upon the Borrower so requestswritten request of any Lender, the applicable Issuing Administrative Agent will, within three Business Days of such request, inform such Lender may, in its sole and absolute discretion, agree to issue a Letter of the aggregate drawable amount of all outstanding Letters of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that any such Auto-Extension Letter of Credit must permit such Issuing Lender issued to prevent any such extension at least once in each 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) (commencing with Borrowers on the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period (or such longer period in the case of a Letter of Credit with a tenor in excess of 12 months) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (i) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionrequest.