Common use of Issuance Clause in Contracts

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars (each such letter of credit, together with each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Borrowers date of this Agreement and prior to the Revolving Credit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (x) the LC Obligations shall not exceed the LC Sublimit, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer’s LC Issuer Commitment, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may request provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date, the Borrower shall Cash Collateralize pursuant to Section 2.20.11 all LC Obligations outstanding at such time plus related fees and expenses with respect to such Facility LCs. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if as of the close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer’s notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters Facility LC in its revised form (as extended) under the terms hereof (by reason of credit, provided that no Event Section 4.2 or otherwise) have not been satisfied. As of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC IssuerClosing Date, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Existing Letters of Credit shall not be issued constitute, for durations all purposes of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent this Agreement and the other Loan Documents, a Facility LC Issuer; (b) no Event of Default exists under the terms issued and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereunder.

Issuance. The Borrowers LC Issuers hereby agree, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue commercial and standby Letters of Credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Borrowers may Closing Date and prior to the Maturity Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (a) the aggregate amount of the outstanding LC Obligations shall not exceed the Facility LC Sublimit and (b) the Dollar Amount of the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Maturity Date (unless at the time of issuance or Modification of such Facility LC, such Facility LC has been cash collateralized to the reasonable satisfaction of the applicable LC Issuer issue in accordance with the procedures set forth in Section 2.24.11) and (y) one year after its issuance or amend Letter(sModification; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which shall in no event extend beyond the date referred to in clause (x) of Creditabove). Subject All Existing Facility LCs shall be deemed to have been issued pursuant to this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions of this Agreementhereof. Notwithstanding anything herein to the contrary, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation hereunder to issue issue, and shall not issue, any Letter Facility LC the proceeds of Credit that has an expiration date beyond which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the date which time of such funding, is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal subject of any such Letter Sanctions or (ii) in any manner that would result in a violation of Credit, cash security therefor in an amount equal any Sanctions by any party to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue stock certificate or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements certificates for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit Warrant Shares so delivered shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application in such denominations as may be specified in such notice and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter registered in the name of Credit Application such Holder or such other name or names as shall be executed by a duly authorized officer of a Borrower, and be accompanied by designated in such other supporting documentation and information as the Administrative Agent notice. Such stock certificate or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application certificates shall be deemed to govern the terms have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of issuance record of the subject Letter of Creditsuch shares, except including to the extent inconsistent permitted by law the right to vote such shares or to consent or to receive notice as a stockholder, as of the time such notice and payment is received by the Company as aforesaid. If less than all of the Warrants evidenced by this Warrant Certificate shall have been exercised or any Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, execute and deliver to such Holder a new Warrant Certificate, dated the Date of Issuance, evidencing the balance of the Warrants (and/or portion of Warrants) held by such Holder following such partial exercise and the rights of such Holder to purchase the remaining Stock Units called for by this Warrant Certificate, which new Warrant Certificate shall in all other respects be identical with this Warrant Certificate, or, at the terms request of such Holder, appropriate notation may be made on this AgreementWarrant Certificate and the same returned to such Holder. Letters All shares of Credit Stock issuable upon the exercise of the Warrants evidenced hereby shall, upon payment therefor in accordance herewith, be duly and validly issued, fully paid and nonassessable and free and clear of any Liens. The Company shall not issue fractional shares of Stock upon any exercise of the Warrants evidenced by this Warrant Certificate. Notwithstanding anything herein to the contrary, the Company shall not be issued for durations obligated to issue any shares of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Stock to the Administrative Agent and extent such issuance is otherwise prohibited by law, including federal or state securities law, but the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior Company shall use all best efforts to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of effect such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityissuance.

Issuance. The Borrowers and the Lenders acknowledge that from If at any time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond after the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter Warrants and before 5:00 p.m., Central Standard time, on the Expiration Date the Company shall (i) issue any shares of CreditCommon Stock (other than shares issued upon exercise of the Warrants or shares of Common Stock that may be issued pursuant to any option, except rights or warrants outstanding as of the date hereof) without consideration or at a price per share less than the Closing Price (as defined in Section 13(f) hereof) immediately prior to such issuance, or (ii) issue options, rights or warrants to subscribe for or purchase Common Stock (or securities convertible into Common Stock) without consideration or at a price per share (or having a conversion price per share, if a security convertible into Common Stock) less than the Closing Price immediately prior to such issuance, the Exercise Price to be in effect after the date of such issuance shall be determined by multiplying the Exercise Price in effect immediately prior to such distribution or issuance by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding on the date of such issuance plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so to be issued or to be offered for subscription or purchase (or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Closing Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding on the date of such issuance plus the number of additional shares of Common Stock to be issued or to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that the provisions of this subsection (c) shall not apply to any issuance of Common Stock upon exercise of any Warrants. There shall be added to such subscription price and included in the amount thereof for the purpose of making the above calculation the price paid to the extent inconsistent Company for any rights or warrants to subscribe for or purchase, or for any securities convertible into, Common Stock which are exercised or converted in connection with an issuance of Common Stock under this subsection (c). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the terms value of this Agreementsuch consideration shall be determined in good faith by the Board of Directors of the Company. Letters Shares of Credit Common Stock owned by or held for the account of the Company or any majority-owned subsidiary shall not be issued deemed outstanding for durations the purpose of longer than one (1any such computation. An adjustment made pursuant to this Section 13(c) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers become effective retroactively to the Administrative Agent and time immediately after the LC Issuer; date such issuance is fixed (b) no Event which date of Default exists under issuance shall be the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) record date if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security a record date therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityfixed).

Issuance. The Borrowers Subject to Section 2.01, each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”), in each case in a form reasonably acceptable to the Lenders acknowledge that Administrative Agent and such Issuer, from time to time from and including the Borrowers may request that the LC Issuer issue or amend Letter(s) date of Credit. Subject this Agreement and prior to the terms and conditions Termination Date upon the request of this Agreement, and any other requirements for letters the Company. No Letter of credit normally and customarily imposed by Credit shall have an expiry date later than the LC Issuer, earlier of (x) one year after the LC Issuer agrees to issue such requested letters of credit, issuance thereof (provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) Letter of Credit are issued by may provide for the LC Issuer, each of automatic renewal thereof for additional one-year periods (unless the Revolving Facility Lenders shall purchase from applicable Issuer elects not to extend)) and (y) five Business Days prior to the LC Issuer a risk participation with respect to Termination Date (unless such Letter(s) Letter of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amountis Cash Collateralized as required by Section 2.16(k)). The LC No Issuer shall not have any obligation be obligated to issue any Letter of Credit that has an expiration date beyond the date which is three if (3i) Business Days prior to the Maturity Dateany order, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance judgment or renewal decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuer from issuing such Letter of Credit, cash security therefor in an amount equal or any law applicable to such Issuer or any request or directive (whether or not having the face amount force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the Letter issuance of Credit. Any request for a letters of credit generally or such Letter of Credit in particular or shall be made by a Borrower submitting impose upon such Issuer with respect to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for such Letter of Credit any restriction, reserve or Amendment to Letter of Credit capital requirement (each being herein referred to as a “Letter of Credit Application”for which such Issuer is not otherwise compensated hereunder) not in effect on the LC Issuer’s standard formExecution Date, at least three or shall impose upon such Issuer any unreimbursed loss, cost or expense which was not applicable on the Execution Date and which such Issuer in good xxxxx xxxxx material to it; (3ii) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed except as otherwise agreed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC such Issuer; (b) no Event of Default exists under the terms and conditions of the particular , such Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute is in an Event of Default under the terms and conditions of the particular initial stated amount less than $500,000; (iii) such Letter of Credit is to be denominated in a currency other than Dollars; or this Agreement; and (civ) if any Bank is at that time a Defaulting Bank, unless such Issuer has entered into arrangements, including the renewal period would expire later than three delivery of Cash Collateral, satisfactory to such Issuer (3in its sole discretion) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Company or such Bank to eliminate such Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting Bank and all other Obligations as to which such Issuer has actual or potential Fronting Exposure, concurrent with the renewal of such Letter of Credit, cash security therefor as it may elect in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityits sole discretion.

Issuance. The Borrowers and the Lenders acknowledge that from time Equity Contracts issued pursuant to time the Borrowers may request that the LC Issuer issue this Agreement shall be either (i) Commonly Registered Equity Contracts, which shall be issued together with a Debenture as a unit, or amend Letter(s(ii) Collateralized Equity Contracts. Each Commonly Registered Equity Contract originally issued pursuant to this Agreement shall represent an aggregate purchase obligation for shares of Credit. Subject Common Stock equal to the terms and conditions principal amount of this Agreement, and any other requirements for letters the Debenture with which it shall be issued as a unit. Collateralized Equity Contracts shall be issued in accordance with Article VII. A Commonly Registered Equity Contract issued with a Commonly Registered Debenture as a unit shall be registered in the name of credit normally and customarily imposed by the LC Issuer, Obligor thereunder who shall be the LC Issuer agrees to issue registered owner of the Commonly Registered Debenture with which it shall be issued. No such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice Commonly Registered Equity Contract or the passage Commonly Registered Debenture included in the same unit shall be delivered to the Obligor under such Commonly Registered Equity Contract unless such Obligor or the duly authorized agent of timesuch Obligor shall have completed, or both, would constitute executed and delivered to the Equity Contract Agent an Event of Default. If any such Letter(s) of Credit are issued by acceptance agreement substantially in the LC Issuer, each form of the Revolving Facility Lenders shall purchase from Acceptance set forth in Exhibit A to this Agreement (or other written acceptance agreement satisfactory to the LC Issuer a risk participation Corporation) in the manner contemplated thereby. The term "Corresponding Commonly Registered Debenture," when used with respect to such Letter(s) of Credit in an amount equal any Commonly Registered Equity Contract, shall mean the Commonly Registered Debenture which refers by letters and numbers to such Revolving Facility Lender’s Percentage Commonly Registered Equity Contract on the face thereof. The term "Corresponding Commonly Registered Equity Contract," when used with respect to any Commonly Registered Debenture, shall mean the Commonly Registered Equity Contract referred to on the face of such Commonly Registered Debenture. No Collateralized Equity Contract shall be delivered to the Obligor under such Collateralized Equity Contract unless such Obligor or the duly authorized agent of such Obligor shall have completed, executed and delivered to the Equity Contract Agent a collateral agreement substantially in the form of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation Collateral Agreement set forth in Exhibit A to issue any Letter of Credit that has an expiration date beyond the date which is three this Agreement (3) Business Days prior or other written collateral agreement satisfactory to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal Corporation) and delivered to the face amount of Contract Agent the Letter of Credit. Any request for a Letter of Credit shall collateral required to be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by delivered under such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilitycollateral agreement.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, the Revolving Loan Commitment may be used, from time to time on and following the Effective Date and prior to the Commitment Termination Date (provided that Letters of Credit may only be issued on the Effective Date to replace or provide credit support for any other requirements for existing letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) (including grandfathering Existing Letters of Credit are into Revolving Loans)), upon the request of Borrower, for the incurrence of Letter of Credit Obligations, by Administrative Agent causing, whether through the issuance by Administrative Agent or any of its Affiliates of support agreements, reimbursement agreements, guarantees or otherwise, Letters of Credit to be issued by the LC Issuer, each of L/C Issuers for the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility LenderBorrower’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue or its Restricted Subsidiary’s account; provided that any Letter of Credit issued for the account of any Restricted Subsidiary shall have the Borrower as a co-applicant; provided further that has none of the Joint Lead Arrangers, nor any of their respective affiliates, that are L/C Issuers shall be required to issue anything other than standby Letters of Credit. The Borrower may at any time, and from time to time, designate one or more additional Revolving Lenders to act as an expiration date beyond L/C Issuer under this Agreement with the date consent of the Administrative Agent (which is three (3consent shall not be unreasonably withheld) Business Days prior and such Revolving Lender. Any Revolving Lender designated as an L/C Issuer pursuant to this Section 2.2(a) shall be deemed to be and shall have all the rights and obligations of a “L/C Issuer” hereunder. Each Revolving Lender shall, subject to the Maturity Dateterms and conditions hereinafter set forth and based upon its Pro Rata Share relating to the Revolving Loan Commitments, unless the Borrowers shall purchase (and be deemed to have deposited with such LC Issuer, concurrent purchased) risk participations in all Letters of Credit Obligations incurred with the issuance written consent of Administrative Agent, as more fully described in Section 2.2(b)(ii) below. No L/C Issuer shall be required to issue Letters of Credit on or renewal after the Effective Date in excess of any its L/C Commitment. The aggregate amount of all such Letter of Credit, cash security therefor in an amount equal to Credit Obligations shall not at any time exceed the face amount least of (i) $15,000,000 (the “L/C Sublimit”) and (ii) (A) the Maximum Amount less (B) the aggregate outstanding principal balance of the Letter of CreditAdvances. Any request for a No such Letter of Credit shall be made issued in a stated face amount of less than $100,000 (unless consented to otherwise in writing by a Borrower submitting to the LC Issuer (with a copy to the Administrative AgentAgent in its sole discretion) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the no such Letter of Credit shall have an expiry date which is more than one year following the date of issuance thereof (provided, that such Letters of Credit may provide for one or more extensions thereof up to 12 months, whether automatic or by action of the applicant thereto), and no Revolving Lender shall be required, which under any obligation to incur Letter of Credit Application shall be executed by a duly authorized officer of a BorrowerObligations in respect of, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each purchase risk participations in, any Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists having an expiry date which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire is later than three five (35) Business Days days prior to the Maturity Commitment Termination Date unless cash collateralized in accordance with Section 2.2(c) below or backstopped with another letter of credit for the period after the Commitment Termination Date, the Borrowers shall have deposited with the LC Issuerin each case, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal on terms acceptable to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityL/C Issuer.

Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and conditions set out in this Agreement, to issue Financial Letters of Credit, Performance Letters of Credit, Documentary Letters of Credit and Bank Guaranties (collectively with the Lenders acknowledge that Existing Letters of Credit, each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and each such action a "Modification"), from time to time from and including the Borrowers may request that the LC Issuer issue or amend Letter(s) date of Credit. Subject this Agreement and prior to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided date that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) 5 Business Days prior to its respective Commitment Maturity Date upon the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal request of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to timeany Subsidiary; provided that (a) at least sixty (60) days’ prior written notice thereof each Facility LC shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; be issued in an Agreed Currency, (b) no Event immediately after each such Facility LC is issued or Modified, the LC Obligations may not exceed the LC Sublimit, (c) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (d) if the expiry date of Default exists such Facility LC would occur after the Commitment Maturity Date of any Lender, the stated amount of such Facility LC, together with the undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not exceed the portion of the Aggregate Commitment not expiring on such Commitment Maturity Date. No Facility LC shall have an initial expiry date later than five years after its issuance. Any Facility LC may provide for the renewal thereof for additional one-year periods unless the LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in any event extend the expiry date of such Facility LC more than 12 months beyond the respective Commitment Maturity Date. Any Bank Guaranty issued under this Agreement shall be subject to the additional requirements of Section 2.26.13 hereof. On the Closing Date, all Existing Letters of Credit shall automatically, without any action on the part of any Person, be deemed to be Facility LCs issued and outstanding hereunder, and shall be subject to and governed by the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereof.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer Citizens Bank issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC IssuerCitizens Bank, the LC Issuer Citizens Bank agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC IssuerCitizens Bank, each of the Revolving Facility Lenders shall purchase from the LC Issuer Citizens Bank a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amountsuch Letter(s) of Credit. The LC Issuer Citizens Bank shall not have any no obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC IssuerCitizens Bank, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) Agent an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC IssuerCitizens Bank’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Borrower to the Administrative Agent and the LC IssuerLenders; and (bii) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers and the Revolving Facility Lenders acknowledge that from time to time the Borrowers may request that the an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the an LC Issuer, the each LC Issuer agrees to issue such requested letters Letters of creditCredit or amendments therefor, provided that on the date of each request for a Letter of Credit or amendment to a Letter of Credit and as of the date of issuance thereof, (i) no Event of Default has occurred and is continuing, and (ii) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default, and (iii) the Borrowers shall be deemed to have remade and redated each and all of the representations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have previously disclosed the same to the Administrative Agent and the Revolving Facility Lenders in writing, and such inability does not constitute or give rise to an Event of Default. If any such Letter(s) of Credit are issued by the an LC Issuer, each of the Revolving Facility Lenders shall purchase from the such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s 's Percentage of the Revolving Facility Commitment Amount. The With respect to Letters of Credit issued or renewed (in accordance with the terms set forth below) with an expiration date that extends beyond the Maturity Date, the LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days require, on or immediately prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor for the period of exposure from and after the Maturity Date, in an amount equal to one hundred percent (100%) of the face undrawn amount of the such Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the an LC Issuer’s 's standard form, at least three five (35) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ ' prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and (c) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; Agreement and (cd) if the renewal period would expire later than three (3) Business Days prior Borrowers shall be deemed to have remade and redated each and all of the Maturity Daterepresentations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have deposited with previously disclosed the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal same to the face amount Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityDefault.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer Citizens Bank issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other reasonable requirements for letters of credit normally and customarily imposed by the LC IssuerCitizens Bank, the LC Issuer Citizens Bank agrees to issue such requested letters Letters of creditCredit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of DefaultDefault has occurred and is continuing. If any such Letter(s) of Credit are issued by the LC IssuerCitizens Bank, each of the Revolving Facility Lenders shall purchase from the LC Issuer Citizens Bank a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amountsuch Letter(s) of Credit. The LC Issuer Citizens Bank shall not have any no obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Revolving Facility Maturity Date, unless the Borrowers shall have deposited with such LC IssuerCitizens Bank, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) Agent an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC IssuerCitizens Bank’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Borrower to the Administrative Agent Agent; and the LC Issuer; (bii) no default or Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof and of this Agreementthe LOC Documents, if any, and any other requirements terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for letters the account of credit normally the Borrower from time to time upon request in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC Committed Amount"), and customarily imposed (ii) the sum of the aggregate amount of Revolving Loans plus Swingline Loans plus the aggregate amount of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. Except as otherwise expressly agreed upon by all of the LC IssuerLenders, no Letter of Credit shall have an original expiry date more than one year from the LC Issuer agrees to issue such requested letters date of creditissuance or extension; provided, provided however, that so long as no Default or Event of Default has shall have occurred and is continuing, be continuing and no act, event or condition has occurred or exists which with notice or subject to the passage other terms and conditions to the issuance of time, or both, would constitute an Event of Default. If any such Letter(s) Letters of Credit are issued by hereunder, the LC Issuer, each expiry dates of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) Letters of Credit in may be extended annually on each anniversary date of their date of issuance for an amount equal additional period not to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any exceed one year; and provided further that no Letter of Credit that has as originally issued or as extended, shall have an expiration expiry date extending beyond the date which is three (3) Business Days Termination Date, except that prior to the Maturity DateTermination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Termination Date if, unless and to the Borrowers extent that the Borrower shall have deposited with such LC Issuer, concurrent with provide cash collateral to the Issuing Lender on the date of issuance or renewal of any such Letter of Credit, cash security therefor extension in an amount equal to the face maximum amount of the available to be drawn under such Letter of Credit. Any request for a Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this AgreementDay. Letters of Credit shall not be issued for durations or extended in minimum original face amounts of longer than one (1) year$200,000. Any outstanding Letter In the case of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under a conflict in the terms and conditions of the particular Letter of LOC Documents and this Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of this Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers Agreement shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilitycontrol.

Issuance. The Borrowers Subject to the provisions of this Agreement and the Lenders acknowledge that Plan, (i) on the Effective Date, the Company shall issue, in book-entry form, Warrants to purchase an aggregate of [Insert Aggregate Number of Warrants to be Issued] shares of Common Stock to the parties set forth on Schedule A attached hereto, (ii) on any Distribution Date subsequent to the Effective Date, the Company shall, from time to time time, issue additional Warrants in book- entry form as shall be required under the Borrowers may request that Plan and the LC Issuer issue or amend Letter(sDistribution Trust Agreement and (iii) from and after the Effective Date and until 5:00 p.m., New York City time, on the Expiration Date, the Company may, pursuant to clause (i) of CreditSection C of Article 5 of the Certificate of Incorporation, issue such additional Warrants, in book-entry form, as may be reasonably necessary solely to comply with Federal Communications Laws. Subject The number of Warrants issued pursuant to the terms and conditions of this Warrant Agreement, the number of shares of Common Stock issuable upon exercise of such Warrants and any other requirements for letters of credit normally the Exercise Price are all subject to adjustment pursuant to Section 6. 3.2 Book-Entry Form and customarily imposed Registration. Warrants will be issued in book-entry form only. Definitive Warrants will not be issued unless required by law or by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event rules or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal procedures of any such Letter of Creditexchange, cash security therefor trading system, book-entry system or similar organization in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer Company may from time to time reasonably requestseek to have the Warrants included. Each Letter A register of Credit Application the Warrants and of their transfer shall be deemed maintained at the Warrant Agent’s Principal Office by the Warrant Agent (the “Warrant Register”). The Company hereby appoints the Warrant Agent to govern act as the terms of issuance registrar with respect to the Warrants (the “Warrant Registrar”). The Warrant Register shall show the names and address of the subject Letter registered holders of CreditWarrants and the number of Warrants owned by each registered holder. The Company and the Warrant Agent may deem and treat the Person in whose name a Warrant or Warrants are registered in the Warrant Register as the absolute owner thereof for all purposes whatsoever, except and neither the Company nor the Warrant Agent shall be affected by any notice to the extent inconsistent contrary (other than notice of transfer in accordance with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereof).

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to after the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a NAI-1513461614v2 Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer Creditor agrees to issue such requested letters incur from time to time prior to the earlier of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice the Election Notice Date or the passage Commitment Termination Date, upon the request of timeDebtor, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior Obligations by causing Letters of Credit to be issued by a bank or other legally authorized Person selected by or acceptable to Creditor in its sole discretion and acceptable to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment proposed beneficiary of the Letter of Credit shall be required(each, which an "L/C Issuer") for the account of Debtor and guaranteed by Creditor; provided, however, that the aggregate amount of all such Letter of Credit Application Obligations shall be executed by a duly authorized officer not at any time exceed the lesser of a Borrower(i) the Commitment less the aggregate outstanding principal balance of the Reimbursement Obligations, and be accompanied (ii) the sum of (A) the Pledged Entity Value less (B) the sum of the aggregate outstanding principal balance of the Reimbursement Obligations for any and all payments made by such other supporting documentation Creditor on or pursuant to any and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each all Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Obligations. No such Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer have an expiry date which is more than one (1) year. Any outstanding year following the date of issuance thereof, and Creditor shall be under no obligation to incur Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event Obligations in respect of Default exists under the terms and conditions of the particular any Letter of Credit or this having an expiry date which is later than the Commitment Termination Date. Not later than 12:00 noon (New York time) on each Business Day, as well as on each date on which the Receivable Subsidiary delivers a Borrowing Base Certificate under (and as such term is defined in) the Funding Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior Debtor shall deliver to the Maturity DateCreditor an Officer's Certificate substantially in the form of Exhibit 1.1(a) (each, a "Pledged Entity Valuation Certificate"). The Pledged Entity Value shall be determined by the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal Creditor based on information related to the face amount of such Letter of Credit. It is expressly understood Pledged Entity Asset Base and agreed Pledged Entity Adjusted Debt available to it, including (A) any information obtained in connection with any audit or reflected in the most recent Pledged Entity Valuation Certificate or (B) any other information that may be available to the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityCreditor.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof and of this Agreementthe Letter of Credit Documents, if any, and any other requirements for letters of credit normally terms and customarily imposed conditions which the Issuing Bank may reasonably require, the Existing Lenders will participate in the issuance by the LC Issuer, Issuing Bank to the LC Underlying Issuer agrees from time to issue such requested letters time of credit, provided that no Event of Default has occurred and is continuing, and no act, event one or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation more L/C Undertakings with respect to such Letter(s) Letters of Credit issued from time to time by the Underlying Issuer in an amount equal Dollars from the Original Closing Date until the Maturity Date as CBI may request, in each case in a form acceptable to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Issuing Bank; provided, however, that (a) the Letter of Credit that has Obligations outstanding shall not at any time exceed thirty million Dollars ($30,000,000) (the “Letter of Credit Committed Amount”) and (b) the sum of the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall not at any time exceed the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an expiration original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date which is three Maturity Date unless, in the case of this clause (3y), CBI agrees (in separate documentation reasonably satisfactory to the Issuing Bank) to establish before the Maturity Date (but to be funded at least five Business Days prior to the Maturity Date, unless ) a cash collateral account at the Borrowers shall have deposited Issuing Bank for the benefit of the Issuing Bank with a deposit in such LC Issuer, concurrent with account of at least 110% of the issuance or renewal of any maximum amount available to be drawn on each such Letter of Credit, cash security therefor in Credit having an amount equal to expiry date after the face amount of the Maturity Date. Each Letter of CreditCredit shall comply with the related Letter of Credit Documents. Any request for a The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be made by a Borrower submitting Business Day. Notwithstanding anything to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit contrary herein or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard formotherwise, at least three (3) Business Days prior to the date on which the issuance or amendment of the no Letter of Credit shall be requiredissued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, which Letter replace or supplement any obligation of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of CreditCBII, except to the extent inconsistent with the terms of this Agreement. for those Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor set forth in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilitySchedule 3.1 hereto.

Issuance. The Borrowers Letter of Credit Issuer hereby agrees, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue Letters of Credit denominated in Dollars (each, a “Facility Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Facility Letter of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Revolving Loan Maturity Date upon the request of the Borrowers; provided that immediately after each such Facility Letter of Credit is issued or Modified, the aggregate Dollar Amount of the outstanding Letter of Credit Obligations shall not cause (i) the aggregate amount of Letter of Credit Obligations at any time to exceed $25,000,000.00, or (ii) a Lender’s Revolving Exposure to exceed its Revolving Commitment. No Facility Letter of Credit shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Revolving Loan Maturity Date and (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility Letter of Credit may be up to one (1) year later than the fifth Business Day prior to the Revolving Loan Maturity Date if the Borrowers may request that have posted on or before the LC Issuer issue or amend Letter(s) of Credit. Subject fifth Business Day prior to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by Revolving Loan Maturity Date cash collateral in the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) Facility Letter of Credit are issued by Collateral Account on terms satisfactory to the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit Administrative Agent in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment 105% of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by Obligations with respect to such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Facility Letter of Credit. It Notwithstanding anything herein to the contrary, the Letter of Credit Issuer shall have no obligation hereunder to issue any Facility Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is expressly understood and agreed that the face amount subject of any outstanding Letters Sanctions or (ii) in any manner that would result in a violation of Credit will reduce availability under the Revolving Facilityany Sanctions by any party to this Agreement.

Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars (each such letter of credit, together with each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Borrowers may date of this Agreement and prior to the Revolving Credit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (x) the LC Obligations shall not exceed the LC Sublimit, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer issue at any time shall not exceed such LC Issuer’s LC Issuer Commitment, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods. If one or amend Letter(smore Facility LCs are outstanding on the fifth (5th) of Credit. Subject Business Day prior to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC IssuerRevolving Commitment Termination Date, the Borrower shall Cash Collateralize pursuant to Section 2.20.11 all LC Issuer agrees to issue Obligations outstanding at such requested letters of credit, provided that no Event of Default has occurred time plus related fees and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation expenses with respect to such Letter(s) Facility LCs. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of Credit in an amount equal termination is given by the applicable LC Issuer with respect to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC, such LC Issuer shall not have any obligation to issue any Letter timely give notice of Credit that has an expiration date beyond termination if as of the date which is three close of business on the seventeenth (317th) Business Days day prior to the Maturity Date, unless the Borrowers shall have deposited with last day upon which such LC Issuer, concurrent with the issuance or renewal ’s notice of any such Letter of Credit, cash security therefor in an amount equal termination may be given to the face amount beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issue such Facility LC in its revised form (as extended) under the terms hereof (by reason of Section 4.2 or otherwise) have not been satisfied. As of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (Closing Date, 40 each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Existing Letters of Credit shall not be issued constitute, for durations all purposes of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent this Agreement and the other Loan Documents, a Facility LC Issuer; (b) no Event of Default exists under the terms issued and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereunder.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein and upon the agreements of the other Lenders set forth in this AgreementSection 2.04, each Issuing Lender agrees to issue, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer each Lender severally agrees to issue participate in the issuance by such requested letters of creditIssuing Lender of, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) standby Letters of Credit in an amount equal Agreed Currencies from time to time from the Amendment Effective Date until the date thirty days prior to the Termination Date as any Borrower may request, in a form acceptable to such Revolving Facility Issuing Lender’s Percentage ; provided, however, that (i) the Dollar Amount of the Revolving Facility Commitment Amount. The LC Issuer LOC Obligations outstanding shall not have at any time exceed the LOC Committed Amount, (ii) the Dollar Amount of the principal amount of all Advances plus the outstanding LOC Obligations shall not at any time exceed the Aggregate Commitment and (iii) the Dollar Amount of the LOC Obligations in respect of Letters of Credit issued by any Issuing Lender shall not at any time exceed the LOC Commitment of such Issuing Lender. No Issuing Lender shall issue any Letter of Credit if (x) the original expiry date of such Letter of Credit is more than one year from the date of issuance (provided that such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) such Letter of Credit has an expiry date extending beyond the date that is five Business Days before the Termination Date. No Issuing Lender shall be under any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with if the issuance of such Letter of Credit would violate any applicable laws, rules, regulations or renewal orders or any generally applicable policy of such Issuing Lender, including, without limitation, any order, judgment or decree of any government authority or arbitrator that by its terms purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, cash security therefor in an amount equal to or any request or directive (whether or not having the face amount force of law) from any governmental authority with jurisdiction over such Issuing Lender that prohibits, or requests that such Issuing Lender refrain from the issuance of letters of credit generally or such Letter of CreditCredit in particular or that imposes upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment Effective Date, or that imposes upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which such Issuing Lender in good xxxxx xxxxx material to it. Any request for a Each Letter of Credit shall be made by a Borrower submitting to standby letter of credit and shall comply with the LC Issuer (with a copy to the Administrative Agent) an Application related LOC Documents. The issuance and Agreement for Letter expiry dates of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityDay.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof and of this Agreementthe LOC Documents, if any, and any other requirements for terms and conditions which the Agent may reasonably require, the Agent shall from time to time upon request issue, and the Lenders shall participate in, letters of credit normally and customarily imposed (the "Letters of Credit") for the account of the Borrower; provided, however, that (i) the aggregate amount of Letter of Credit Obligations shall not at any time exceed $300,000,000 (provided that the foregoing sublimit shall be increased automatically by the LC Issueramount of any increase in the aggregate Revolving Loan Commitment made pursuant to Section 2.6(b), effective as of the LC Issuer agrees to issue such requested letters date thereof), (ii) the sum of credit, provided that no Event the aggregate amount of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) Letter of Credit are issued by Obligations outstanding plus the LC Issuer, each aggregate amount of Loans outstanding shall not exceed the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation Aggregate Commitment and (iii) with respect to such Letter(s) each individual Lender, the Lender's pro rata share of Credit in an amount equal to such Revolving Facility Lender’s Percentage outstanding Loans plus its pro rata share of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any outstanding Letter of Credit that has an expiration Obligations shall not exceed such Lender's Revolving Loan Commitment. The Agent may require the issuance and expiry date beyond of each Letter of Credit to be a day other than (x) a Saturday or a Sunday or (y) any other day on which the letter of credit issuing office of the Agent is authorized or required by law or executive order to close. Each Letter of Credit shall be a standby or documentary letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries. Each Letter of Credit shall have a stated term not to exceed one year, but may by its terms be renewable annually upon notice (a "Notice of Renewal") given to the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date which is three of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Section 5.2 unless the Agent has notified the Borrower on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (3a "Notice of Termination") and (y) 10 Business Days prior to the Maturity Date, unless ; provided that the Borrowers terms of each Letter of Credit that is automatically renewable annually shall have deposited with such LC Issuer, concurrent with (x) require the issuance or renewal of any Agent to give the beneficiary named in such Letter of CreditCredit notice of any Notice of Termination, cash security therefor in an amount equal (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the face amount of the date such Letter of CreditCredit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than 10 Business Days before the Maturity Date. Any request for If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the Agent pursuant to the immediately preceding sentence, such Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) expire on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which it otherwise would have been automatically renewed; provided, however, that even in the issuance or amendment absence of receipt of a Notice of Renewal the Letter Agent may in its discretion, unless instructed to the contrary by the Borrower, deem that a Notice of Credit Renewal had been timely delivered and in such case, a Notice of Renewal shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time deemed to time reasonably requesthave been so <PAGE> delivered for all purposes under this Agreement. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent comply with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityrelated LOC Documents.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, the Revolving Loan Commitment may be used, from time to time on and following the Effective Date and prior to the Commitment Termination Date (provided that Letters of Credit may only be issued on the Effective Date to replace or provide credit support for any other requirements for existing letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) (including grandfathering Existing Letters of Credit are into Revolving Loans)), upon the request of Borrower, for the incurrence of Letter of Credit Obligations, by Administrative Agent causing, whether through the issuance by Administrative Agent or any of its Affiliates of support agreements, reimbursement agreements, guarantees or otherwise, Letters of Credit to be issued by the LC Issuer, each of L/C Issuers for the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility LenderBorrower’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue or its Restricted Subsidiary’s account; provided that any Letter of Credit issued for the account of any Restricted Subsidiary shall have the Borrower as a co-applicant; provided further that has none of the Joint Lead Arrangers, nor any of their respective affiliates, that are L/C Issuers shall be required to issue anything other than standby Letters of Credit. The Borrower may at any time, and from time to time, designate one or more additional Revolving Lenders to act as an expiration date beyond L/C Issuer under this Agreement with the date consent of the Administrative Agent (which is three (3consent shall not be unreasonably withheld) Business Days prior and such Revolving Lender. Any Revolving Lender designated as an L/C Issuer pursuant to this Section 2.2(a) shall be deemed to be and shall have all the rights and obligations of a “L/C Issuer” hereunder. Each Revolving Lender shall, subject to the Maturity Dateterms and conditions hereinafter set forth and based upon its Pro Rata Share relating to the Revolving Loan Commitments, unless the Borrowers shall purchase (and be deemed to have deposited with such LC Issuer, concurrent purchased) risk participations in all Letters of Credit Obligations incurred with the issuance written consent of Administrative Agent, as more fully described in Section 2.2(b)(ii) below. No L/C Issuer shall be required to issue Letters of Credit on or renewal after the Effective Date in excess of any its L/C Commitment. The aggregate amount of all such Letter of Credit, cash security therefor in an amount equal to Credit Obligations shall not at any time exceed the face amount least of (i) $25,000,000 (the “L/C Sublimit”) and (ii) (A) the Maximum Amount less (B) the aggregate outstanding principal balance of the Letter of CreditAdvances. Any request for a No such Letter of Credit shall be made issued in a stated face amount of less than $100,000 (unless consented to otherwise in writing by a Borrower submitting to the LC Issuer (with a copy to the Administrative AgentAgent in its sole discretion) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the no such Letter of Credit shall have an expiry date which is more than one year following the date of issuance thereof (provided, that such Letters of Credit may provide for one or more extensions thereof up to 12 months, whether automatic or by action of the applicant thereto), and no Revolving Lender shall be required, which under any obligation to incur Letter of Credit Application shall be executed by a duly authorized officer of a BorrowerObligations in respect of, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each purchase risk participations in, any Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists having an expiry date which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire is later than three five (35) Business Days days prior to the Maturity Commitment Termination Date unless cash collateralized in accordance with Section 2.2(c) below or backstopped with another letter of credit for the period after the Commitment Termination Date, the Borrowers shall have deposited with the LC Issuerin each case, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal on terms acceptable to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityL/C Issuer.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s(i) of Credit. Subject to and upon the terms and conditions of this Agreementset forth herein, the Borrower may request the issuance of, and the Issuing Banks hereby agree to issue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the Issuing Banks shall refuse to issue a Letter of Credit for any other requirements for letters purpose). Letters of credit normally Credit issued hereunder shall constitute utilization of the total aggregate LC Commitment and customarily imposed at any time the LC Exposure of all LC Lenders at such time shall not exceed the total aggregate LC Commitment of all LC Lenders. The Issuing Banks will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder. (ii) Notwithstanding any provision herein to the contrary, Letters of Credit shall be issued pro rata among the LC Lenders in accordance with their respective LC Commitment, or if no LC Commitment remains, then in accordance with their respective LC Exposure, such that the aggregated Stated Amount of all Letters of Credit issued in connection with a request by the LC IssuerBorrower shall equal the aggregate Stated Amount for Letters of Credit required to be provided by the Borrower. After issuance, the Borrower shall be permitted to increase or decrease the Stated Amount of any Letter of Credit only if it increases or decreases, as applicable, all other Letters of Credit pro rata in accordance with the LC Issuer Lenders’ respective LC Commitment (or if no LC Commitment remains, then in accordance with such LC Lender’s LC Exposure). Additionally, except in the case of (x) any amendment extending the Expiration Date (as defined therein) of any Letter of Credit or (y) any ministerial or administrative amendments, no Letter of Credit shall be amended, renewed, reinstated or extended unless each Letter of Credit is amended, renewed, reinstated or extended, as the case may be, on the same basis. (iii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank and without any further action on the part of such Issuing Bank or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to issue irrevocably purchase, from such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any Issuing Bank a participation in such Letter(s) Letter of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit and any drawings honored thereunder in an amount equal to such Revolving Facility LC Xxxxxx’s pro rata share (determined as the percentage which such LC Lender’s Percentage LC Commitment then constitutes of the Revolving Facility Commitment Amountaggregate LC Commitments) of the Stated Amount under such Letter of Credit. The LC Issuer shall not have any obligation to issue any (iv) Each Letter of Credit that has an expiration (A) shall be denominated in Dollars, (B) expire no later than the earlier of (x) the seventh (7th) anniversary of its date beyond the date which is three of issuance and (3y) Business Days prior to the Maturity Date, unless and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed among the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityapplicable Issuing Bank.

Issuance. The Borrowers shares of Restricted Stock granted under this Agreement shall be evidenced in such manner as the Committee may deem appropriate, including issuance of one or more stock certificates or book-entry registration. Any stock certificate or book-entry credit issued or entered in respect of the Restricted Stock shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock, substantially in the following form: “The transferability of this certificate and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) shares of Credit. Subject stock represented hereby is subject to the terms and conditions (including forfeiture) of this the World Fuel Services Corporation 2006 Omnibus Plan and a Performance-Based Restricted Stock Grant Agreement, as well as the terms and any other requirements for letters conditions of credit normally applicable law. Copies of such Plan and customarily imposed Agreement are on file at the offices of World Fuel Services Corporation.” The stock certificates or book-entry credits evidencing the shares of Restricted Stock, Remaining Shares and Acquirer RSAs (which shall also contain the legend set forth above) shall be held in the custody of the Company until the restrictions thereon shall have lapsed and, if requested by the LC IssuerCompany, as a condition of receiving the Restricted Stock, the LC Issuer agrees Participant shall deliver to issue the Company a stock power, endorsed in blank, relating to such requested letters Restricted Stock. The Company shall remove the legend set forth above from the stock certificates or book entry credits evidencing the Restricted Stock, Remaining Shares or Acquirer RSAs upon the later of credit(i) vesting of the Restricted Stock or Acquirer RSAs pursuant to this Agreement and (ii) in the case of the Remaining Shares, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of DefaultRestriction Lapse Date. If any such Letter(sand when the shares of Restricted Stock, Remaining Shares or Acquirer RSAs (as applicable) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with forfeited under the terms of this Agreement, the Company shall cancel the stock certificates or book entry credits related to such shares of Restricted Stock, Remaining Shares or Acquirer RSAs (as applicable). Letters of Credit Notwithstanding the foregoing, the Company shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time entitled to time; provided that (a) at least sixty (60) days’ prior written notice thereof hold the Restricted Stock until the Company shall have been given by received from the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit Participant a duly executed Form W-9 or this AgreementW-8, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityas applicable.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the an LC Issuer, the each LC Issuer agrees to issue such requested letters Letters of creditCredit or amendments therefor, provided that on the date of each request for a Letter of Credit or amendment to a Letter of Credit and as of the date of issuance thereof, (i) no Event of Default has occurred and is continuing, and (ii) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default, and (iii) the Borrowers shall be deemed to have remade and redated each and all of the representations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have previously disclosed the same to the Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of Default. If any such Letter(s) of Credit are issued by the an LC Issuer, each of the Revolving Facility Lenders shall purchase from the such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s 's Percentage of the Revolving Facility Commitment Amount. The With respect to Letters of Credit issued or renewed (in accordance with the terms set forth below) with an expiration date that extends beyond the Maturity Date, the LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days require, on or immediately prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor for the period of exposure from and after the Maturity Date, in an amount equal to one hundred percent (100%) of the face undrawn amount of the such Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the an LC Issuer’s 's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ ' prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and (c) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; Agreement and (cd) if the renewal period would expire later than three (3) Business Days prior Borrowers shall be deemed to have remade and redated each and all of the Maturity Daterepresentations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have deposited with previously disclosed the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal same to the face amount Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityDefault.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer Citizens Bank issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other reasonable requirements for letters of credit normally and customarily imposed by the LC IssuerCitizens Bank, the LC Issuer Citizens Bank agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC IssuerCitizens Bank, each of the Revolving Facility Lenders shall purchase from the LC Issuer Citizens Bank a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer Citizens Bank shall not have any no obligation to issue or renew any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuerthe Administrative Agent, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the Dollar Equivalent Amount of the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) Agent an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC IssuerCitizens Bank’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly an authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Borrower to the Administrative Agent and the LC IssuerAgent; (bii) no default or Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; and (ciii) if the renewal period would expire later than three (3) Business Days prior to after the Maturity Date, the Borrowers Borrower shall have deposited with the LC IssuerAdministrative Agent, concurrent with the renewal of any such Letter of Credit, cash security therefor in an amount equal to the Dollar Equivalent Amount of the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilitymay be issued in U.S. Dollars or any Foreign Currency.

Issuance. The Borrowers and the Lenders acknowledge that from time to -------- time the Borrowers may request that the LC Issuer Citizens Bank issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other reasonable requirements for letters of credit normally and customarily imposed by the LC IssuerCitizens Bank, the LC Issuer Citizens Bank agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of DefaultDefault has occurred and is continuing. If any such Letter(s) of Credit are issued by the LC IssuerCitizens Bank, each of the Revolving Facility Lenders shall purchase from the LC Issuer Citizens Bank a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s 's Percentage of the Revolving Facility Commitment Amountsuch Letter(s) of Credit. The LC Issuer Citizens Bank shall not have any no obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuerthe Administrative Agent, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) Agent an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the LC Issuer’s Citizens Bank's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly an authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ ' prior written notice thereof shall have been given by the Borrowers Borrower to the Administrative Agent Agent; and the LC Issuer; (bii) no default or Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under issued pursuant to this Agreement may be issued in U.S. Dollars, Australian Dollars or such other foreign currency as the Revolving FacilityAdministrative Agent may approve.

Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and the Lenders acknowledge that conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars (each such letter of credit, together with each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Borrowers date of this Agreement and prior to the Revolving Credit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (x) the LC Obligations shall not exceed the LC Sublimit, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer’s LC Issuer Commitment, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may request provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date, the Borrower shall Cash Collateralize pursuant to Section 2.20.11 all LC Obligations outstanding at such time plus related fees and expenses with respect to such Facility LCs. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if as of the close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer’s notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters Facility LC in its revised form (as extended) under the terms hereof (by reason of credit, provided that no Event Section 4.2 or otherwise) have not been satisfied. As of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC IssuerClosing 39 Date, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Existing Letters of Credit shall not be issued constitute, for durations all purposes of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent this Agreement and the other Loan Documents, a Facility LC Issuer; (b) no Event of Default exists under the terms issued and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereunder.

Issuance. The Borrowers Administrative Agent, promptly following receipt of a notice of Advance, Rollover or Conversion by way of Bankers’ Acceptances, shall advise the Lenders of the notice and shall advise each Lender of the face amount of Bankers’ Acceptances to be accepted by it and the Lenders acknowledge applicable Contract Period (which shall be identical for all Lenders). The aggregate face amount of Bankers’ Acceptances to be accepted by a Lender shall be determined by the Administrative Agent by reference to that from time Xxxxxx’s Rateable Portion of the issue of Bankers’ Acceptances, except that, if the face amount of a Bankers’ Acceptance which would otherwise be accepted by a Lender would not be Cdn$[DELETION], or a whole multiple thereof, the face amount shall be increased or reduced by the Administrative Agent in its sole discretion to time Cdn$[DELETION] [Amounts deleted for confidentiality reasons], or the Borrowers may request nearest whole multiple of that amount, as appropriate; provided that after such issuance, no Lender shall have aggregate outstanding Advances in excess of its Commitment. (8) Rollover. At or before 2:00 p.m. two (2) Business Days before the maturity date of any Bankers’ Acceptances, the Borrower shall notify the Administrative Agent by irrevocable telephone notice, followed by written notice on the same day substantially in the form attached as Schedule 2.11(8), which notice shall specify either that the LC Issuer Borrower intends to repay the maturing Bankers’ Acceptances on the maturity date that the Borrower intends to issue or amend Letter(s) Bankers’ Acceptances on the maturity date to provide for the payment of Creditthe maturing Bankers’ Acceptances. Subject If the Borrower fails to provide such notice to the terms and conditions Administrative Agent or fails to repay the maturing Bankers’ Acceptances, of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no if a Default or an Event of Default has occurred and is continuingcontinuing on such maturity date, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each Borrower’s obligations in respect of the Revolving Facility Lenders maturing Bankers’ Acceptances shall purchase from be deemed to have been converted on the LC Issuer maturity date thereof into a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity DatePrime Loan, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the aggregate face amount of the Letter of Creditmaturing Bankers’ Acceptances. Any request for a Letter of Credit Otherwise, the Borrower shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers provide payment to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions on behalf of the particular Letter Lenders of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the aggregate face amount of such Letter of Creditthe Bankers’ Acceptances issued by the Lenders on their maturity date. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.(9)

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue On or amend Letter(sbefore any date of settlement (as defined -------- under "Settlement" below) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed one or more Book-Entry Notes represented by the LC Issuerone or more Master Notes, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event will deliver one or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer more Pricing Supplements (with a copy Prospectus and a Prospectus Supplement attached thereto unless previously delivered to the Administrative AgentTrustee) an Application to the Trustee identifying each issue of Book-Entry Notes that have the same Stated Maturity, redemption provisions, if any, Interest Payment Dates, Original Issue Date, original issue discount provisions, if any, and, in the case of Fixed Rate Notes, interest rate, or, in case of Floating Rate Notes, interest rate formula, initial interest rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier (if any), minimum interest rate (if any) and Agreement for Letter maximum interest rate (if any) and, in the case of Credit Fixed Rate Notes or Amendment to Letter Floating Rate Notes that are also Currency Indexed Notes, Specified Currency, Indexed Currency, Face Amount and Base Exchange Rate and the Base Interest Rate, if any, or that are also Other Indexed Notes, the same terms (all of Credit (each being herein the foregoing are collectively referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit "Terms"). Each Pricing Supplement shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by a letter from the Issuer (i) advising the Trustee that as of the date of such other supporting documentation letter, the Issuer has issued Notes pursuant to the Indenture having the Terms specified in such Pricing Supplement, (ii) confirming that such Notes are debt obligations of the Issuer referred to and information evidenced by the Master Note registered in the name of Cede & Co., as nominee for DTC and (iii) requesting the Administrative Agent or Trustee to make an appropriate entry identifying such debt obligations on the LC records of the Issuer may from time to time reasonably requestmaintained by the Trustee. Each Letter of Credit Application shall Book-Entry Note will be deemed to govern the terms of issuance have been dated and issued as of the subject Letter of Creditsettlement date, except to which date shall be the extent inconsistent with the terms of this AgreementOriginal Issue Date. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of No Master Note will represent any outstanding Letters of Credit will reduce availability under the Revolving FacilityCertificated Note.

Issuance. The Borrowers and the Lenders Lender acknowledge that from time to time the Borrowers may request that the LC Issuer Lender issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other reasonable requirements for letters of credit normally and customarily imposed by the LC IssuerLender, the LC Issuer Lender agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuingoccurred, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment AmountDefault has occurred. The LC Issuer Lender shall not have any no obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuerthe Lender, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower the Borrowers submitting to the LC Issuer (with a copy to the Administrative Agent) Lender an Application and Agreement for Letter of Credit Agreement or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the LC Issuer’s Lender's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly an authorized officer of a Borrowerthe Borrowers, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer Lender may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty thirty (6030) days’ ' prior written notice thereof shall have been given by the Borrowers to the Administrative Agent Lender; and the LC Issuer; (bii) no default or Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the an LC Issuer, the each LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the an LC Issuer, each of the Revolving Facility Lenders shall purchase from the such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The No LC Issuer shall not have any obligation to issue any Letter of Credit that which has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the an LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (ai) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (bii) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; and (ciii) if the renewal period would expire later than three (3) Business Days prior to after the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers Each LC Issuer hereby agrees, on the terms and conditions set out in this Agreement, to issue Financial Letters of Credit, Performance Letters of Credit, Documentary Letters of Credit and Bank Guaranties (collectively with the Lenders acknowledge that Existing Letters of Credit, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Borrowers may request that the LC Issuer issue or amend Letter(s) date of Credit. Subject this Agreement and prior to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided date that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) 5 Business Days prior to its respective Commitment Maturity Date upon the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal request of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to timeany Restricted Subsidiary; provided that (a) at least sixty (60) days’ prior written notice thereof each Facility LC shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; be issued in an Agreed Currency, (b) no Event immediately after each such Facility LC is issued or Modified, the LC Obligations may not exceed the LC Sublimit, (c) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (d) if the expiry date of Default exists such Facility LC would occur after the Commitment Maturity Date of any Lender, the stated amount of such Facility LC, together with the undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not exceed the portion of the Aggregate Commitment not expiring on such Commitment Maturity Date. No Facility LC shall have an initial expiry date later than five years after its issuance. Any Facility LC may provide for the renewal thereof for additional one-year periods unless the LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in any event extend the expiry date of such Facility LC more than 12 months beyond the respective Commitment Maturity Date. Any Bank Guaranty issued under this Agreement shall be subject to the additional requirements of Section 2.26.13 hereof. On the Closing Date, all Existing Letters of Credit shall automatically, without any action on the part of any Person, be deemed to be Facility LCs issued and outstanding hereunder, and shall be subject to and governed by the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facilityhereof.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the an LC Issuer, the each LC Issuer agrees to issue such requested letters Letters of creditCredit or amendments therefor, provided that on the date of each request for a Letter of Credit or amendment to a Letter of Credit and as of the date of issuance thereof, (i) no Event of Default has occurred and is continuing, and (ii) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default, and (iii) the Borrowers shall be deemed to have remade and redated each and all of the representations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by “materiality”, such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by “materiality”, such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have previously disclosed the same to the Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of Default. If any such Letter(s) of Credit are issued by the an LC Issuer, each of the Revolving Facility Lenders shall purchase from the such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The With respect to Letters of Credit issued or renewed (in accordance with the terms set forth below) with an expiration date that extends beyond the Maturity Date, the LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days require, on or immediately prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor for the period of exposure from and after the Maturity Date, in an amount equal to one hundred percent (100%) of the face undrawn amount of the such Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the an LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions provisions of the particular Letter of Credit or this Agreement, and (c) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions provisions of the particular Letter of Credit or this Agreement; Agreement and (cd) if the renewal period would expire later than three (3) Business Days prior Borrowers shall be deemed to have remade and redated each and all of the Maturity Daterepresentations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by “materiality”, such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by “materiality”, such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have deposited with previously disclosed the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal same to the face amount Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityDefault.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for the Issuing Lender agrees to issue letters of credit normally and customarily imposed by for the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each account of the Revolving Facility Lenders shall Borrowers (each, an “L/C”) or to purchase from the LC Issuer a risk participation participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to such Letter(s) letters of Credit in credit issued by an amount equal to such Revolving Facility Lender’s Percentage Underlying Issuer (as of the Revolving Facility Commitment AmountClosing Date, the Underlying Issuer is to be Xxxxx Fargo) for the account of the Borrowers. The LC Issuer shall not have any obligation to issue any Each request for the issuance of a Letter of Credit that has an expiration date beyond or the date which is three (3) Business Days prior to the Maturity Dateamendment, unless the Borrowers shall have deposited with such LC Issuerrenewal, concurrent with the issuance or renewal extension of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a outstanding Letter of Credit shall be made in writing by a Borrower submitting an Authorized Person and delivered to the LC Issuer (with a copy Issuing Lender and the Agents via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Administrative AgentIssuing Lender in its Permitted Discretion and shall specify (i) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal amount of such Letter of Credit, cash security therefor in an amount equal to (ii) the face amount date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It If requested by the Issuing Lender, the Borrowers also shall be an applicant under the application with respect to any Underlying Letter of Credit that is expressly understood and agreed that to be the face subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if the issuance of such requested Letter of Credit would cause the Letter of Credit Usage to exceed the lesser of (x) $30,000,000, or (y) the then amount of any outstanding Letters of Credit will reduce availability under Prepaid Reimbursement Funds in the Revolving FacilityL/C Prepaid Account.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, each L/C Issuer agrees, at any time and any other requirements for letters of credit normally from time to time between the Escrow Release Date and customarily imposed by the LC IssuerCommitment Termination Date, the LC Issuer agrees to issue such requested letters Letters of creditCredit denominated in Dollars upon the request of Borrower and for Borrower’s account (or for the account of any of Borrower’s Restricted Subsidiaries designated thereby, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer Borrower will be a risk participation co-applicant with respect to any such Letter(sLetter of Credit) or to amend or renew Letters of Credit previously issued by it. For the avoidance of doubt, no Letter of Credit shall be issued for the account of any Unrestricted Subsidiary. Each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in an all such Letters of Credit as more fully described in Section 2.6(b)(ii). The aggregate amount equal of all Letter of Credit Obligations shall, subject to Section 2.3(b)(ii) and Section 2.3(b)(iii), as applicable, not at any time exceed $0 (or such greater amount as set forth in the Escrow Release Date Incremental Revolving Facility Amendment) (the “L/C Sublimit”). Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof, (x) the aggregate amount of all Letter of Credit Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Fronting Sublimit Amount, (y) any Revolving Lender’s Percentage Pro Rata Share of the Aggregate Revolving Facility Credit Exposure would exceed its Revolving Credit Commitment Amountor (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments of all Revolving Lenders. The LC No L/C Issuer shall not have be under any obligation to issue any Letter of Credit if: (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that has such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or (2) the issuance of such Letter of Credit would violate any policies of the L/C Issuer applicable to letters of credit generally. No such Letter of Credit shall have an expiration expiry date that is more than one year following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the applicable L/C Issuer, in their respective sole discretion, and no Revolving Lender shall be under any obligation to Incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the fifth (5th) Business Day prior to the Commitment Termination Date; provided, further that a Letter of Credit may, upon the request of Xxxxxxxx, be issued or renewed for a period beyond the date which that is three five (35) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any maturity date thereof if such Letter of Credit, Credit becomes subject to cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer collateralization on such fifth (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (35th) Business Days Day prior to the date on which the issuance or amendment Commitment Termination Date (at 103% of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal face value of such Letter of Credit) or other arrangements, cash security therefor in an amount equal each case reasonably satisfactory to Agent and the face amount of applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Revolving Lenders in writing from their participation obligations with respect to such Letter of CreditCredit on the Commitment Termination Date. It is expressly understood and agreed that Notwithstanding anything to the face amount of any outstanding Letters contrary contained herein, no L/C Issuer shall be required to issue a commercial or trade Letter of Credit will reduce availability under the Revolving Facilitywithout its consent.

Issuance. The Borrowers stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each name of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to Holder or such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance other name or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit names as shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit designated in such notice. Such stock certificate or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application certificates shall be deemed to govern have been issued and the terms Holder or any other Person so designated to be named therein shall be deemed to have become a holder of issuance record of the subject Letter of Creditsuch shares, except including to the extent inconsistent permitted by law the right to vote such shares or to consent or to receive notice as a stockholder, as of the time such notice and payment is received by the Company as aforesaid. Unless this Warrant has expired, if this Warrant shall have been exercised only in part, at the time of delivery of said stock certificate or certificates, the Company shall execute and deliver to the Holder a new Warrant Certificate, dated the Date of Issuance, representing the number of Warrant Shares with respect to which this Warrant shall not then have been exercised, which new Warrant Certificate shall in all other respects be identical with this Warrant Certificate, or, at the terms request of the Holder, appropriate notation may be made on this Warrant Certificate and the same returned to the Holder. Each certificate evidencing Warrant Shares shall be marked on its reverse as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH LAWS OR PURSUANT TO WRITTEN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY'S CERTIFICATE OF INCORPORATION AND IN A REGISTRATION RIGHTS AGREEMENT AND AN INVESTOR'S AGREEMENT, BOTH BETWEEN THE COMPANY AND COLONY INVESTORS III, L.P. DATED JULY 16, 1998. All shares of Common Stock issuable upon the exercise of this AgreementWarrant, upon payment therefor in accordance herewith, shall be duly and validly issued, fully paid and nonassessable and free and clear of any Liens. Letters of Credit The Company shall not be issued for durations obligated to issue fractional shares of longer than one (1) yearCommon Stock upon any exercise of this Warrant. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Borrowers Notwithstanding anything herein to the Administrative Agent and contrary, the LC Issuer; (b) no Event Company shall not be obligated to issue any shares of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior Common Stock to the Maturity Dateextent such issuance is otherwise prohibited by law, including federal or state securities law, but the Borrowers Company shall have deposited with the LC Issuer, concurrent with the renewal of use all best efforts to effect such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Creditissuance. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving FacilityARTICLE III ADJUSTMENTS Section 3.01.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions of this Agreement, and any other requirements for letters of credit normally and customarily imposed by the LC Issuer, the LC Issuer agrees to issue such requested letters of credit, provided that no Event of Default has occurred and is continuing, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any such Letter(s) of Credit are issued by the LC Issuer, each of the Revolving Facility Lenders shall purchase from the LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s 's Percentage of the Revolving Facility Commitment Amount. The LC Issuer shall not have any obligation to issue any Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “"Letter of Credit Application”") on the LC Issuer’s 's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be renewed from time to time; provided that (a) at least sixty (60) days’ ' prior written notice thereof shall have been given by the Borrowers to the Administrative Agent and the LC Issuer; (b) no Event of Default exists under the terms and conditions of the particular Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default under the terms and conditions of the particular Letter of Credit or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity Date, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal of such Letter of Credit, cash security therefor in an amount equal to the face amount of such Letter of Credit. It is expressly understood and agreed that the face amount of any outstanding Letters of Credit will reduce availability under the Revolving Facility.

Issuance. The Borrowers Subject to and upon the Lenders acknowledge that terms and conditions herein set forth, each Issuing Bank agrees, at any time and from time to time on and after the Borrowers may request that the LC Issuer issue or amend Letter(s) of Credit. Subject Closing Date and prior to the terms earlier of (i) the Letter of Credit Maturity Date and conditions (ii) the last day of this Agreementthe Revolving Credit Period, and upon request by any other requirements Borrower to it in accordance with the provisions of Section 3.02, to issue for the account of such Borrower one or more irrevocable standby letters of credit normally denominated in Dollars and in a form customarily imposed used or otherwise approved by the LC Issuersuch Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the LC Issuer agrees to issue such requested letters “Letters of creditCredit”), provided that no Event of Default has occurred and is continuingthat, and no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default. If any immediately after each such Letter(s) Letter of Credit are issued by is issued, the LC Issuer, each of the aggregate Revolving Facility Lenders shall purchase from the LC Issuer a risk participation Credit Exposure outstanding with respect to such Letter(s) of Credit in an amount equal to such Revolving Facility Lender’s Percentage of the Revolving Facility Commitment AmountBorrower does not exceed its Sublimit. The LC Issuer shall not have any obligation to issue any Stated Amount of each Letter of Credit that has an expiration date beyond the date which is three (3) Business Days prior to the Maturity Date, unless the Borrowers shall have deposited with such LC Issuer, concurrent with the issuance or renewal of any such Letter of Credit, cash security therefor in an amount equal to the face amount of the Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on the LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or the LC Issuer may from time to time reasonably request. Each Letter of Credit Application shall be deemed to govern the terms of issuance of the subject Letter of Credit, except to the extent inconsistent with the terms of this Agreement. Letters of Credit shall not be issued for durations less than $100,000 or such lesser amount as may be acceptable to such Issuing Bank. For the avoidance of longer than one (1) year. Any outstanding doubt, a Letter of Credit issued for the account of a Borrower may be renewed from time to time; include a Letter of Credit issued for the account of such Borrower for the benefit of one or more of its Subsidiaries, provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given such Subsidiary has provided all documentation and other information requested by the Borrowers to the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the LC Issuer; PATRIOT Act, and (b) no Event of Default exists under the terms and conditions of the particular a Letter of Credit or this Agreement, and no act, event or condition has occurred or exists which with notice or issued for the passage of time, or both, would constitute an Event of Default under the terms and conditions account of the particular Parent shall not include a Letter of Credit issued for the account of LacledeSpire Missouri or this Agreement; and (c) if the renewal period would expire later than three (3) Business Days prior to the Maturity DateAGCSpire Alabama, the Borrowers shall have deposited with the LC Issuer, concurrent with the renewal or any of such their respective Subsidiaries. Notwithstanding that a Letter of CreditCredit issued or outstanding hereunder is in support of any obligations of a Subsidiary of a Borrower, cash security therefor in an amount equal such Borrower shall be obligated to reimburse the face amount of Issuing Bank hereunder for any and all drawings under such Letter of Credit. It is expressly understood and agreed Each Borrower hereby acknowledges that the face amount issuance of any outstanding Letters of Credit will reduce availability under for the Revolving Facility.benefit of its Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business drives substantial benefits from the businesses of such Subsidiaries. Notwithstanding the foregoing: