Common use of Requests for Letters of Credit Clause in Contracts

Requests for Letters of Credit. The Administrative Borrower requesting a Letter of Credit on behalf of any Loan Party shall give the Administrative Agent and the Issuing Lender at least two (2) Business Days’ prior written notice of the Administrative Borrower’s request for the issuance of a Letter of Credit on such Loan Party’s behalf together with an application, in form and substance reasonably satisfactory to the Issuing Lender and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent or the Issuing Lender. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify the Letter of Credit to be amended, renewed or extended, (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance of such requested Letter of Credit (or such amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall be a Business Day and shall not be more than one year from the date of issuance or occur after the Maturity Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which such Letter of Credit is to be issued, (vi) the name and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) the proposed terms of the Letter of Credit. In no event shall a Letter of Credit be issued, amended, renewed or extended unless the forms and terms of the proposed Letter of Credit (as amended, renewed or extended, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

Requests for Letters of Credit. The Administrative Borrower requesting a Letter of Credit on behalf of any Loan Party a Borrower shall give the Administrative Agent and the applicable Issuing Lender Bank at least two (2) Business Days’ (or four (4) Business Days’ with respect to each Alternative Currency Letter of Credit) prior written notice of the Administrative Borrower’s request for the issuance of a Letter of Credit on such Loan PartyBorrower’s behalf together with an application, in form and substance reasonably satisfactory to the such Issuing Lender Bank and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent or the applicable Issuing LenderBank. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify the Letter of Credit to be amended, renewed or extended), (ii) the Permitted Currency in which such Letter of Credit shall be denominated (which shall be Dollars if such notice does not specify a Permitted Currency), (iii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance of such requested Letter of Credit (or such amendment, renewal or extension), (iiiiv) whether such Letter of Credit may be drawn in a single or in partial draws, (ivv) the date on which such requested Letter of Credit is to expire (which such date shall be a Business Day and shall not be more than one year from the date of issuance or occur after the Maturity Date; provided, however, provided that (A) a Letter of Credit may be subject to automatic extension for additional one one-year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the applicable Issuing Lender Bank and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the applicable Issuing Lender Bank consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the applicable Issuing Lender Bank on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the applicable Issuing LenderBank, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)Credit on the Maturity Date), (vvi) the purpose for which such Letter of Credit is to be issued, (vivii) the name and address of the beneficiary of the requested Letter of Credit, (viiviii) such other information as shall be necessary to enable the applicable Issuing Lender Bank to prepare, amend, renew or extend such Letter of Credit and (viiiix) the proposed terms of the Letter of Credit. In no event shall a Letter of Credit be issued, amended, renewed or extended unless the forms and terms of the proposed Letter of Credit (as amended, renewed or extended, as the case may be) are reasonably satisfactory to the Administrative Agent and the applicable Issuing LenderBank. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

Requests for Letters of Credit. The Administrative Borrower requesting a Letter of Credit on behalf of any Loan Party a Borrower shall give the Administrative Agent and the Issuing Lender at least two (2) Business Days’ prior written notice of the Administrative Borrower’s request for the issuance of a Letter of Credit on such Loan PartyBorrower’s behalf together with an application, in form and substance reasonably satisfactory to the Issuing Lender and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent or the Issuing Lender. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify the Letter of Credit to be amended, renewed or extended, (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance of such requested Letter of Credit (or such amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall be a Business Day and shall not be more than one year from the date of issuance or occur after the Maturity Date; provided, however, provided that (A) a Letter of Credit may be subject to automatic extension for additional one one-year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which such Letter of Credit is to be issued, (vi) the name and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) the proposed terms of the Letter of Credit. In no event shall a Letter of Credit be issued, amended, renewed or extended unless the forms and terms of the proposed Letter of Credit (as amended, renewed or extended, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

Requests for Letters of Credit. The Administrative Borrower Representative requesting a Letter of Credit on behalf of any Loan Party a Borrower shall give the Administrative Agent and the Issuing Lender applicable L/C Issuer at least two (2) Business Days’ (or four (4) Business Days’ with respect to each Canadian Letter of Credit denominated in Canadian Dollars) prior written notice of the Administrative BorrowerBorrower Representative’s request for the issuance of a Letter of Credit on such Loan PartyBorrower’s behalf together with an application, in form and substance reasonably satisfactory to the Issuing Lender such L/C Issuer and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent or the Issuing Lenderapplicable L/C Issuer. Such notice shall be irrevocable and shall (iA) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify the Letter of Credit to be amended, renewed or extended), (iiB) with respect to Canadian Letters of Credit, whether such Letter of Credit shall be denominated in Dollars or Canadian Dollars (which shall be Dollars if such notice does not so specify), (C) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity date specified in clause (a) of the definition of Revolving Termination Date) of issuance of such requested Letter of Credit (or such amendment, renewal or extension), (iiiD) whether such Letter of Credit may be drawn in a single or in partial draws, (ivE) the date on which such requested Letter of Credit is to expire (which such date shall be a Business Day and in no event shall not be more a date later than one year from the date of issuance or occur after the Maturity Date; provided, however, that seven (A7) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing days prior to the issuance thereof, date specified in clause (ya) all Letter of Credit Obligations associated with any such Letter the definition of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Revolving Termination Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (vF) the purpose for which such Letter of Credit is to be issued, (viG) the name and address of the beneficiary of the requested Letter of Credit, (viiH) such other information as shall be necessary to enable the Issuing Lender applicable L/C Issuer to prepare, amend, renew or extend such Letter of Credit and (viiiI) the proposed terms of the Letter of Credit. In no event shall a Letter of Credit be issued, amended, renewed or extended unless the forms and terms of the proposed Letter of Credit (as amended, renewed or extended, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunderapplicable L/C Issuer.

Requests for Letters of Credit. The Administrative Borrower requesting a Letter of Credit on behalf of any Loan Party a Borrower shall give the Administrative Agent and the Issuing Lender at least two Bank three (23) Business Days’ prior written notice of the Administrative Borrower’s request for the issuance of a Letter of Credit on such Loan PartyBorrower’s behalf together with an application, in form and substance reasonably satisfactory to the Issuing Lender and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent or the Issuing Lenderbehalf. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify the Letter of Credit to be amended, renewed or extended), (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Dateend of the then current term of this Agreement) of issuance of such requested Letter of Credit (or such amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall be a Business Day and shall not be more than one year from the date of issuance or occur after the Maturity Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)issuance), (v) the purpose for which such Letter of Credit is to be issued, (vi) the name and address of the beneficiary of the requested Letter of Credit, (vii) the currency denomination of such Letter of Credit, (viii) such other information as shall be necessary to enable the Issuing Lender Bank to prepare, amend, renew or extend such Letter of Credit and (viiiix) if requested by Issuing Bank or Agent, the Administrative Borrower requesting such Letter of Credit on behalf of itself or of such Borrower shall have delivered to Issuing Bank with respect thereto at such times and in such manner as such Issuing Bank may reasonably require, an application, in form and substance reasonably satisfactory to such Issuing Bank and Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be required pursuant to the terms thereof. If requested by the Issuing Bank, the Administrative Borrower requesting the Letter of Credit on behalf of itself or such Borrower shall attach to the request the proposed terms of the Letter of Credit. In no event shall a Letter of Credit be issued, amended, renewed or extended unless the forms and terms of the proposed Letter of Credit (as amended, renewed or extended, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing LenderBank. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder. Unless otherwise agreed by Agent and Issuing Bank, Issuing Bank shall not issue a Letter of Credit if such Letter of Credit is in an initial stated amount of less than $100,000 in respect of a Letter of Credit denominated in Dollars or less than C$100,000 in respect of a Letter of Credit denominated in Canadian Dollars.

Requests for Letters of Credit. The Administrative Borrower requesting To request the issuance of a ------------------------------ Letter of Credit on behalf (or the amendment, renewal or extension of any Loan Party an outstanding Letter of Credit), the Borrower shall give hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent and the Issuing Lender at least two (2) Business Days’ prior written notice reasonably in advance of the Administrative Borrower’s request for requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit on such Loan Party’s behalf together with an applicationCredit, in form and substance reasonably satisfactory to the Issuing Lender and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent or the Issuing Lender. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify identifying the Letter of Credit to be amended, renewed or extended, (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance of such requested Letter of Credit (or such issuance, amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall comply with paragraph (c) of this Section 2.05), the Currency (which shall be a Business Day Dollars or an Approved Foreign Currency) and shall not be more than one year from the date amount of issuance or occur after the Maturity Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which name and address of the beneficiary thereof, whether such Letter of Credit is to be issued, (vi) made under the name Dollar Sub- Commitments or the Multicurrency Sub-Commitments and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) Credit. If requested by the proposed terms relevant Issuing Bank, the Borrower also shall submit a letter of credit application on the such Issuing Bank's standard form in connection with any request for a Letter of Credit. In no event shall a A Letter of Credit shall be issued, amended, renewed or extended unless the forms only if (and terms upon issuance, amendment, renewal or extension of the proposed each Letter of Credit (as amendedthe Borrower shall be deemed to represent and warrant that), renewed or extendedafter giving effect to such issuance, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The amendment, renewal or extension of(i) the Dollar LC Exposure shall not exceed $40,000,000 and the total Revolving Dollar Credit Exposures shall not exceed the Total Dollar Sub- Commitment, (ii) the Multicurrency LC Exposure shall not exceed $10,000,000 or increase in the amount of, any Letter Foreign Currency Equivalent thereof and the total Revolving Multicurrency Credit Exposures shall not exceed the Total Multicurrency Sub-Commitment and (iii) the sum of the total Revolving Credit shall, for purposes hereof, be treated in all respects Exposures shall not exceed the same as the issuance of a new Letter of Credit hereunderTotal Commitment.

Requests for Letters of Credit. The Administrative Borrower requesting a Letter of Credit on behalf of any Loan Party shall give the Administrative Agent and the Issuing Lender at least two (2) Business Days’ prior written notice of the Administrative Borrower’s To request for the issuance of a Letter of Credit on such Loan Party’s behalf together with (or the amendment, renewal or extension of an applicationoutstanding Letter of Credit), in form and substance reasonably satisfactory the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Lender Bank and the Administrative AgentAgent (reasonably in advance of the requested date of issuance, for amendment, renewal or extension) a notice requesting the issuance of the a Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent Credit, or the Issuing Lender. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify identifying the Letter of Credit to be amended, renewed or extended, (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance of such requested Letter of Credit (or such issuance, amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall comply with paragraph (c) of this Section 2.05), the Currency (which shall be a Business Day Dollars or an Approved Foreign Currency) and shall not be more than one year from the date amount of issuance or occur after the Maturity Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which name and address of the beneficiary thereof, whether such Letter of Credit is to be issued, (vi) made under the name Dollar Sub-Commitments or the Multicurrency Sub-Commitments and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) Credit. If requested by the proposed terms relevant Issuing Bank, the Borrower also shall submit a letter of credit application on the such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In no event shall a A Letter of Credit shall be issued, amended, renewed or extended unless the forms only if (and terms upon issuance, amendment, renewal or extension of the proposed each Letter of Credit (as amendedthe Borrower shall be deemed to represent and warrant that), renewed or extendedafter giving effect to such issuance, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The amendment, renewal or extension of(i) the Dollar LC Exposure shall not exceed $175,000,000 and the total Revolving Dollar Credit Exposures shall not exceed the Total Dollar Sub-Commitment, (ii) the Multicurrency LC Exposure shall not exceed $10,000,000 or increase in the amount ofForeign Currency Equivalent thereof and the total Revolving Multicurrency Credit Exposures shall not exceed the Total Multicurrency Sub-Commitment, (iii) the Secured Obligations Amount shall not exceed the Borrowing Base at any Letter time before the Borrowing Base Release Date and (iv) the sum of the total Revolving Credit shall, for purposes hereof, be treated in all respects Exposures shall not exceed the same as the issuance of a new Letter of Credit hereunderTotal Commitment.”

Requests for Letters of Credit. The Administrative Borrower requesting To request the issuance of a ------------------------------ Letter of Credit on behalf (or the amendment, renewal or extension of any Loan Party an outstanding Letter of Credit), the Borrower shall give hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Bank and the Administrative Agent and the Issuing Lender at least two (2) Business Days’ prior written notice reasonably in advance of the Administrative Borrower’s request for requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit on such Loan Party’s behalf together with an applicationCredit, in form and substance reasonably satisfactory to the Issuing Lender and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent or the Issuing Lender. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify identifying the Letter of Credit to be amended, renewed or extended, (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance of such requested Letter of Credit (or such issuance, amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall comply with paragraph (c) of this Section 2.05), the Currency (which shall be a Business Day Dollars or an Approved Foreign Currency) and shall not be more than one year from the date amount of issuance or occur after the Maturity Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which name and address of the beneficiary thereof, whether such Letter of Credit is to be issued, (vi) made under the name Dollar Sub-Commitments or the Multicurrency Sub-Commitments and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) Credit. If requested by the proposed terms relevant Issuing Bank, the Borrower also shall submit a letter of credit application on the such Issuing Bank's standard form in connection with any request for a Letter of Credit. In no event shall a A Letter of Credit shall be issued, amended, renewed or extended unless the forms only if (and terms upon issuance, amendment, renewal or extension of the proposed each Letter of Credit (as amendedthe Borrower shall be deemed to represent and warrant that), renewed or extendedafter giving effect to such issuance, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The amendment, renewal or extension of(i) the Dollar LC Exposure shall not exceed $40,000,000 and the total Revolving Dollar Credit Exposures shall not exceed the Total Dollar Sub-Commitment, (ii) the Multicurrency LC Exposure shall not exceed $10,000,000 or increase the Foreign Currency Equivalent thereof and the total Revolving Multicurrency Credit Exposures shall not exceed the Total Multicurrency Sub-Commitment, (iii) the sum of the aggregate amount of the Revolving Credit Exposures of all of the Lenders plus the aggregate principal amount of all Pari Passu Debt then outstanding plus ---- ---- the aggregate principal amount (as defined in the amount of, any Letter definition of "Material Indebtedness" herein) of the obligations of the Borrower and its Subsidiaries under Hedging Agreements shall not exceed the Borrowing Base and (iv) the sum of the total Revolving Credit shall, for purposes hereof, be treated in all respects Exposures shall not exceed the same as the issuance of a new Letter of Credit hereunderTotal Commitment.

Requests for Letters of Credit. The Administrative Borrower requesting a Letter of Credit on behalf of any Loan Party shall give may request, by delivering to the Administrative Agent an Issuance Request on or before 10:00 a.m., Boston time, at any time and from time to time prior to the Issuing Lender at least Commitment Termination Date and on not less than two (2) Business Days’ ' prior written notice notice, that the Issuer issue, for the account of the Borrower or for the account of any Subsidiary of the Borrower (but guaranteed by the Borrower), (A) an irrevocable standby letter of credit in such form as may be requested by the Borrower and approved by the Issuer, or (B) a documentary letter of credit in such form as may be requested by the Borrower and approved by the Issuer (each letter of credit described in the foregoing clauses (a) and (b), a "Letter of Credit"), in support of financial obligations of the Borrower or of any of its Subsidiaries or Affiliates which are described in such Issuance Request. Upon receipt of an Issuance Request, the Administrative Borrower’s request for Agent shall promptly notify the Lenders thereof. Each Letter of Credit shall by its terms: (a) be issued in a Stated Amount which (i) is at least $100,000, and (ii) immediately before giving effect to the issuance of a such Letter of Credit on such Loan Party’s behalf together with an applicationCredit, in form and substance reasonably satisfactory to the Issuing Lender and the Administrative Agent, for the issuance of does not exceed (or would not exceed) the Letter of Credit and Availability then in effect; (b)be stated to expire on a date (its "Stated Expiry Date") that is no later than the earlier of one year from its date of issuance (or two years from its date of issuance as long as the Total Undrawn Amount of all such other Letters of Credit does not at any time exceed $25,000,000) or the Commitment Termination Date , provided that any Letter of Credit Documents as may contain a provision pursuant to which it is deemed to be reasonably required extended on an annual basis unless notice of termination is given by the Administrative Agent or the Issuing Lender. Such notice Issuer, and, provided, further, that no Letter of Credit shall be irrevocable so extendible beyond the Commitment Termination Date; and shall (c) on or prior to its Stated Expiry Date (i) specify terminate immediately upon notice to the original face amount of Issuer thereof from the Letter of Credit requested (which shall be beneficiary thereunder that all obligations covered thereby have been terminated, paid or otherwise satisfied in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify the Letter of Credit to be amended, renewed or extendedfull, (ii) reduce in part immediately and to the effective date extent the beneficiary thereunder has notified the Issuer thereof that the obligations covered thereby have been paid or otherwise satisfied in part, or (which date shall be a Business Day iii) terminate thirty (30) days after notice to the beneficiary thereunder from the Issuer thereof that an Event of Default has occurred and in no event shall be a date is continuing. By delivery to the Issuer and the Administrative Agent of an Issuance Request not less than ten two (102) days Business Days prior to the Maturity Date) Stated Expiry Date of issuance of such requested any Letter of Credit (or such amendmentCredit, renewal or extension), (iii) whether the Borrower may request the Issuer to extend the Stated Expiry Date of such Letter of Credit may be drawn in a single or in partial draws, (iv) for an additional period not to exceed the date on which such requested Letter earlier of Credit is to expire (which such date shall be a Business Day and shall not be more than one year from the its date of issuance extension or occur after the Maturity Commitment Termination Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which such Letter of Credit is to be issued, (vi) the name and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) the proposed terms of the Letter of Credit. In no event shall a Letter of Credit be issued, amended, renewed or extended unless the forms and terms of the proposed Letter of Credit (as amended, renewed or extended, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

Requests for Letters of Credit. The Administrative (a) Subject to the limitations set forth in Section 4.01(c) of this Agreement, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis and on the terms and conditions set forth therein, the Borrower requesting may request the Issuance of a Trade Letter of Credit or a Performance Letter of Credit (including without limitation any Trade Letter of Credit or Performance Letter of Credit that is a Long Term Letter of Credit) for its account, by giving a Letter of Credit on behalf Issuer a Letter of any Loan Party shall give Credit Request, and simultaneously giving the Administrative Agent and each other Lender a copy thereof, on the Issuing Lender at least two (2) Business Days’ prior written notice Day of the Administrative Borrower’s request for the issuance requested date of Issuance of such Letter of Credit (which shall be a Business Day). Any Letter of Credit Request received by a Letter of Credit Issuer or the Administrative Agent later than 12:00 noon, New York time, shall be deemed to have been received thereby at the opening of business on such Loan Party’s behalf together with an application, in form and substance reasonably satisfactory the next Business Day. Each Letter of Credit Request shall be made by facsimile or other electronic means acceptable to the Issuing Lender and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may shall be reasonably required signed by the Administrative Agent or the Issuing Lender. Such notice an Authorized Officer, shall be irrevocable and shall be effective upon receipt by such Letter of Credit Issuer or the Administrative Agent. No Letter of Credit Issuer shall Issue any Letter of Credit unless an authorized officer of the Administrative Agent shall have consented to the Issuance of such Letter of Credit in writing. Each Letter of Credit Issuer shall promptly notify the Administrative Agent and each other Lender of the Issuance of any Letter of Credit. No such Issuance will be made if, prior to 5:00 p.m., New York time, on the Business Day immediately preceding the proposed date of Issuance, the Administrative Agent has received a written Notice of Declining Lender (i) specify unless a Conversion to Approving Lenders Funding Date has occurred with respect to such Declining Lenders). If the original face amount Administrative Agent does receive a written Notice of Declining Lender on a timely basis (and no Conversion to Approving Lenders Funding Date has occurred with respect to such Declining Lender), the Administrative Agent shall notify the Borrower and such Letter of Credit Issuer by 6:00 p.m., New York time, on the Business Day of the proposed date of Issuance, and the proposed Letter of Credit will not be Issued, unless one or more of the Lenders have elected to become Approving Lenders thereby triggering the Conversion to Approving Lenders Funding Date. If the Approving Lenders elect to Issue the Letter of Credit requested (which shall be in the absence of a minimum amount of $50,000, unless otherwise agreed Conversion to by Approving Lenders Funding Date notwithstanding the Administrative Agent and the Issuing Agent's receipt of such Notice of Declining Lender) or identify the , such Letter of Credit to be amendedIssuer shall, renewed or extendedif possible (on a pro rata basis among the Approving Lenders), (ii) Issue the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance full amount of such requested Letter of Credit (or such amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall be a Business Day and shall not be more than one year from the date of issuance or occur after the Maturity DateCredit; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) if such Letter of Credit may have an expiration date after Issuer shall not be able to Issue the Maturity Date if (x) each full amount of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which such Letter of Credit is to be issued, (vi) the name and address of the beneficiary of the requested Letter of Credit, (vii) such other information as Letter of Credit Issuer shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend not issue such Letter of Credit and neither such Letter of Credit Issuer nor any Lender shall be considered a Declining Lender (viiiother than the Lender having issued a Notice of Declining Lender) the proposed terms or Defaulting Lender as a result of the such Letter of Credit Issuer not having Issued such Letter of Credit. In no event shall a No Letter of Credit be issued, amended, renewed or extended unless shall in any event have an expiration date later than 180 days after the forms Expiration Date and terms the aggregate Face Amount of the proposed Letter Letters of Credit (as amended, renewed or extended, as with expiration dates after the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunderExpiration Date shall not exceed $125,000,000.

Requests for Letters of Credit. The Administrative Borrower requesting a Letter of Credit on behalf of any Loan Party shall give the Administrative Agent and the Issuing Lender at least two (2) Business Days’ prior written notice of the Administrative Borrower’s To request for the issuance of a Letter of Credit on such Loan Party’s behalf together with (or the amendment, renewal or extension of an applicationoutstanding Letter of Credit), in form and substance reasonably satisfactory the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Lender Bank and the Administrative AgentAgent (reasonably in advance of the requested date of issuance, for amendment, renewal or extension) a notice requesting the issuance of the a Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent Credit, or the Issuing Lender. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify identifying the Letter of Credit to be amended, renewed or extended, (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance of such requested Letter of Credit (or such issuance, amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall comply with paragraph (c) of this Section 2.05), the Currency (which shall be a Business Day Dollars or an Approved Foreign Currency) and shall not be more than one year from the date amount of issuance or occur after the Maturity Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which name and address of the beneficiary thereof, whether such Letter of Credit is to be issued, (vi) made under the name Dollar Sub-Commitments or the Multicurrency Sub-Commitments and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) Credit. If requested by the proposed terms relevant Issuing Bank, the Borrower also shall submit a letter of credit application on the such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In no event shall a A Letter of Credit shall be issued, amended, renewed or extended unless the forms only if (and terms upon issuance, amendment, renewal or extension of the proposed each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (as amendedi) the Dollar LC Exposure shall not exceed $200,000,000 and the total Revolving Dollar Credit Exposures shall not exceed the Total Dollar Sub-Commitment, renewed (ii) the Multicurrency LC Exposure shall not exceed $25,000,000 or extendedthe Foreign Currency Equivalent thereof and the total Revolving Multicurrency Credit Exposures shall not exceed the Total Multicurrency Sub-Commitment and (iii) the sum of the Revolving Credit Exposures of all Lenders shall not exceed the Total Commitment; and prior to the issuance, as the case may be) are reasonably satisfactory to amendment, renewal or extension of each Letter of Credit, each Issuing Bank shall have requested and received a confirmation from the Administrative Agent that each of the foregoing shall be true and Issuing Lender. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereundercorrect.

Requests for Letters of Credit. The Administrative Borrower requesting a Letter of Credit on behalf of any Loan Party shall give the Administrative Agent and the Issuing Lender at least two (2) Business Days’ prior written notice of the Administrative Borrower’s To request for the issuance of a Letter of Credit on such Loan Party’s behalf together with (or the amendment, renewal or extension of an applicationoutstanding Letter of Credit), in form and substance reasonably satisfactory the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to the relevant Issuing Lender Bank and the Administrative AgentAgent (reasonably in advance of the requested date of issuance, for amendment, renewal or extension) a notice requesting the issuance of the a Letter of Credit and such other Letter of Credit Documents as may be reasonably required by the Administrative Agent Credit, or the Issuing Lender. Such notice shall be irrevocable and shall (i) specify the original face amount of the Letter of Credit requested (which shall be in a minimum amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing Lender) or identify identifying the Letter of Credit to be amended, renewed or extended, (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance of such requested Letter of Credit (or such issuance, amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall comply with paragraph (c) of this Section 2.05), the Currency (which shall be a Business Day Dollars or an Approved Foreign Currency) and shall not be more than one year from the date amount of issuance or occur after the Maturity Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which name and address of the beneficiary thereof, whether such Letter of Credit is to be issued, (vi) made under the name Dollar Sub-Commitments or the Multicurrency Sub-Commitments and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) Credit. If requested by the proposed terms relevant Issuing Bank, the Borrower also shall submit a letter of credit application on the such Issuing Bank's standard form in connection with any request for a Letter of Credit. In no event shall a A Letter of Credit shall be issued, amended, renewed or extended unless the forms only if (and terms upon issuance, amendment, renewal or extension of the proposed each Letter of Credit (as amendedthe Borrower shall be deemed to represent and warrant that), renewed or extendedafter giving effect to such issuance, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The amendment, renewal or extension of(i) the Dollar LC Exposure shall not exceed $125,000,000 and the total Revolving Dollar Credit Exposures shall not exceed the Total Dollar Sub-Commitment, (ii) the Multicurrency LC Exposure shall not exceed $10,000,000 or increase in the amount ofForeign Currency Equivalent thereof and the total Revolving Multicurrency Credit Exposures shall not exceed the Total Multicurrency Sub-Commitment, (iii) the Secured Obligations Amount shall not exceed the Borrowing Base at any Letter time before the Borrowing Base Release Date and (iv) the sum of the total Revolving Credit shall, for purposes hereof, be treated in all respects Exposures shall not exceed the same as the issuance of a new Letter of Credit hereunderTotal Commitment."

Requests for Letters of Credit. The Administrative (a) Subject to the limitations set forth in Section 4.01(c) of this Agreement, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis and on the terms and conditions set forth therein, the Borrower requesting may request the Issuance of a Trade Letter of Credit or a Performance Letter of Credit (including without limitation any Trade Letter of Credit or Performance Letter of Credit that is a Long Term Letter of Credit) for its account, by giving a Letter of Credit on behalf Issuer a Letter of any Loan Party shall give Credit Request, and simultaneously giving the Administrative Agent and each other Lender a copy thereof, on the Issuing Lender at least two (2) Business Days’ prior written notice Day of the Administrative Borrower’s request for the issuance requested date of Issuance of such Letter of Credit (which shall be a Business Day). Any Letter of Credit Request received by a Letter of Credit Issuer or the Administrative Agent later than 12:00 noon, New York time, shall be deemed to have been received thereby at the opening of business on such Loan Party’s behalf together with an application, in form and substance reasonably satisfactory the next Business Day. Each Letter of Credit Request shall be made by facsimile or other electronic means acceptable to the Issuing Lender and the Administrative Agent, for the issuance of the Letter of Credit and such other Letter of Credit Documents as may shall be reasonably required signed by the Administrative Agent or the Issuing Lender. Such notice an Authorized Officer, shall be irrevocable and shall be effective upon receipt by such Letter of Credit Issuer or the Administrative Agent. No Letter of Credit Issuer shall Issue any Letter of Credit unless an authorized officer of the Administrative Agent shall have consented to the Issuance of such Letter of Credit in writing. Each Letter of Credit Issuer shall promptly notify the Administrative Agent and each other Lender of the Issuance of any Letter of Credit. No such Issuance will be made if, prior to 5:00 p.m., New York time, on the Business Day immediately preceding the proposed date of Issuance, the Administrative Agent has received a written Notice of Declining Lender (i) specify unless a Conversion to Approving Lenders Funding Date has occurred with respect to such Declining Lenders). If the original face amount Administrative Agent does receive a written Notice of Declining Lender on a timely basis (and no Conversion to Approving Lenders Funding Date has occurred with respect to such Declining Lender), the Administrative Agent shall notify the Borrower and such Letter of Credit Issuer by 6:00 p.m., New York time, on the Business Day of the proposed date of Issuance, and the proposed Letter of Credit will not be Issued, unless one or more of the Lenders have elected to become Approving Lenders thereby triggering the Conversion to Approving Lenders Funding Date. If the Approving Lenders elect to Issue the Letter of Credit requested (which shall be in the absence of a minimum amount of $50,000, unless otherwise agreed Conversion to by Approving Lenders Funding Date notwithstanding the Administrative Agent and the Issuing Agent’s receipt of such Notice of Declining Lender) or identify the , such Letter of Credit to be amendedIssuer shall, renewed or extendedif possible (on a pro rata basis among the Approving Lenders), (ii) Issue the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance full amount of such requested Letter of Credit (or such amendment, renewal or extension), (iii) whether such Letter of Credit may be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall be a Business Day and shall not be more than one year from the date of issuance or occur after the Maturity DateCredit; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) if such Letter of Credit may have an expiration date after Issuer shall not be able to Issue the Maturity Date if (x) each full amount of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation to participate in such Letter of Credit)), (v) the purpose for which such Letter of Credit is to be issued, (vi) the name and address of the beneficiary of the requested Letter of Credit, (vii) such other information as Letter of Credit Issuer shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend not issue such Letter of Credit and neither such Letter of Credit Issuer nor any Lender shall be considered a Declining Lender (viiiother than the Lender having issued a Notice of Declining Lender) the proposed terms or Defaulting Lender as a result of the such Letter of Credit Issuer not having Issued such Letter of Credit. In no event shall a No Letter of Credit be issued, amended, renewed or extended unless shall in any event have an expiration date later than 180 days after the forms Expiration Date and terms the aggregate Face Amount of the proposed Letter Letters of Credit (as amended, renewed or extended, as with expiration dates after the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunderExpiration Date shall not exceed $125,000,000.

Requests for Letters of Credit. The Administrative (a) Subject to the provisions of Section 2.01 of this Agreement, including without limitation all applicable conditions precedent (including the requirements of Section 5.02 hereof), Collateral requirements, limits and purposes provided for therein and elsewhere in this Agreement, the Borrower requesting a Letter of Credit on behalf of any Loan Party shall give may request the Administrative Agent and the Issuing Lender at least two (2) Business Days’ prior written notice of the Administrative Borrower’s request for the issuance Issuance of a Letter of Credit on such Loan Party’s behalf together with an applicationfor its account, in form and substance reasonably satisfactory to by giving the applicable Letter of Credit Issuing Lender Bank and the Administrative Agent, for the issuance of the Agent a Letter of Credit and Request by no later than 2:00 p.m., New York time (or such other shorter time as such Letter of Credit Documents as Issuing Bank may agree in a particular instance in its sole discretion), on the date that is one (1) Business Day prior to the requested date of Issuance of such Letter of Credit (which shall be reasonably required a Business Day). Any Letter of Credit Request received by a Letter of Credit Issuing Bank or the Administrative Agent later than 2:00 p.m., New York time, as applicable, shall be deemed to have been received thereby at the opening of business on the next Business Day. Each Letter of Credit Request shall be made by electronic mail in portable document format (.PDF) or other facsimile, shall be signed by an Authorized Officer, shall contain the related vessel name and quantity of Crude Oil inventory being shipped in the relevant cargo and attach a copy of the related L/C Eligible Refinery Procurement Contract and any other documentation relating to such cargo reasonably requested by said Letter of Credit Issuing LenderBank. Such notice When delivered, such Letter of Credit Request shall be irrevocable and shall be effective upon receipt by the applicable Letter of Credit Issuing Bank and the Administrative Agent. In the event that prior to 5:00 p.m. (iNew York City time) specify on the original face amount Business Day immediately preceding the proposed date of Issuance, the Administrative Agent has received a written notice in the form of Exhibit E from any Lender, the Administrative Agent shall notify the Borrower by 6:00 p.m. New York time on the Business Day immediately preceding the proposed date of Issuance, and the proposed Letter of Credit will be Issued only if one or more of the Lenders is a Letter of Credit Issuing Bank (or has elected to become a Letter of Credit Issuing Bank hereunder) and one or more Lenders have elected to become Approving Lenders thereby triggering the Conversion to Approving Lenders Credit Extension Date pursuant to Section 2.17 hereof. If the Approving Lenders elect to Issue the Letter of Credit requested Credit, they may (which shall be in on a minimum pro rata basis among the Lenders that have elected to continue Issuing, and/or participating in, Letters of Credit) Issue the full amount, or a pro rata amount of $50,000, unless otherwise agreed to by the Administrative Agent and the Issuing after taking into account each Declining Lender) or identify the Letter of Credit to be amended, renewed or extended, (ii) the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the Maturity Date) of issuance ’s Pro Rata Share of such requested Letter of Credit (or such amendment, renewal or extension), (iii) whether such Letter of Credit may Credit. At no time shall any Approving Lender be drawn in a single or in partial draws, (iv) the date on which such requested Letter of Credit is to expire (which such date shall be a Business Day and shall not be more than one year from the date of issuance or occur after the Maturity Date; provided, however, that (A) a Letter of Credit may be subject to automatic extension for additional one year periods pursuant to the terms of the Letter of Credit Documents reasonably acceptable to the Issuing Lender and (B) such Letter of Credit may have an expiration date after the Maturity Date if (x) each of the Administrative Agent and the Issuing Lender consent in writing prior to the issuance thereof, (y) all Letter of Credit Obligations associated with any such Letter of Credit are cash collateralized or otherwise supported in a manner reasonably satisfactory to the Administrative Agent and the Issuing Lender on or prior to the Maturity Date and (z) except with respect to drawings made under such Letter of Credit on or prior to the Maturity Date, each Lender, other than the Issuing Lender, shall be released on the Maturity Date from its obligation required to participate in such Letter of Credit)), (v) the purpose for which such Letter of Credit is to be issued, (vi) the name and address of the beneficiary of the requested Letter of Credit, (vii) such other information as shall be necessary to enable the Issuing Lender to prepare, amend, renew or extend such Letter of Credit and (viii) the proposed terms of the Letter of Credit. In no event shall a Letter of Credit be issued, amended, renewed or extended unless the forms and terms of the proposed Letter of Credit (as amended, renewed or extended, as the case may be) are reasonably satisfactory to the Administrative Agent and Issuing Lender. The renewal or extension of, or increase in the amount of, any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance if such participation would cause such Xxxxxx’s Aggregate Accommodation of a new Letter of such Lender to exceed its Maximum Credit hereunderLimit.