Common use of Letters of Credit Clause in Contracts

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (a) Subject During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.24(d) and 2.24(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit denominated in Dollars for the account of the Borrower or any Restricted Subsidiary on the terms and conditions hereofhereinafter set forth; provided, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after that (i) each Letter of Credit is issued, shall expire on the earlier of (iA) the Utilization shall not exceed date one year after the aggregate amount date of issuance of such Letter of Credit (or in the Commitmentscase of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of each Letter of Credit Liabilities for the account shall be in a stated amount of such Borrower shall not exceed the Maximum Availability of such Borrower at least $250,000; and (iii) the aggregate amount Borrower may not request on behalf of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a itself or any Restricted Subsidiary any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Sublimit, (B) the aggregate LC Exposure plus the aggregate outstanding Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitments or (C) the LC Exposure of such Issuing Bank would exceed the LC Commitment of such Issuing Bank. Upon the issuance of each Letter of Credit each Lender shall be deemed, without further action by any party hereto, to have sold to each Bankdeemed to, and each Bank shall be deemedhereby irrevocably and unconditionally agrees to, without further action by any party hereto, to have purchased purchase from the applicable Issuing Bank, Bank without recourse a participation in such Letter of Credit and equal to such Lender’s Pro Rata Share of the related aggregate amount available to be drawn under such Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if on the scheduled Commitment Termination Effective Date with respect to all Existing Letters of a Bank falls prior Credit and (ii) on the date of issuance with respect to the expiry date all other Letters of Credit. Each issuance of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion deemed to their Commitments after giving effect utilize the Revolving Commitment of each Lender by an amount equal to the termination of the Commitment amount of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soparticipation.

Letters of Credit. (a) Subject to the terms and conditions hereofset forth herein, (i) each Issuing Bank agrees to issue Letters L/C Issuer agrees, in reliance upon the agreements of Credit hereunder the other Lenders set forth in this Section 2.05, (A) from time to time before its Commitment Termination on any Business Day during the period after the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit (which shall denominated in Dollars) for the account, and upon the request and request, of any Borrower (or jointly for the account of any BorrowerBorrower and any of its Subsidiaries), and to amend or extend Letters of Credit previously issued by it, in accordance with clause (c) below and (B) to honor drawings under its Letters of Credit, and (ii) each Lender severally agrees to participate in Letters of Credit issued for the account of any Borrower or any of its Subsidiaries and any drawing thereunder in accordance with the provisions of clause (e) below; provided that, immediately after each Letter of Credit is issued, (i) the Utilization aggregate amount of the L/C Obligations shall not exceed the aggregate amount of the CommitmentsL/C Sublimit, (ii) the Revolving Outstandings shall not exceed the Line Cap and (iii) with respect to each individual Lender, the aggregate outstanding principal amount of such Lender’s Revolving Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower its participation interests in Protective Advance Exposure plus its Participation Interests in outstanding L/C Obligations shall not exceed such Lender’s Revolving Commitment. Each request by a Borrower or any of its Subsidiaries for the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities or increase in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date stated amount of a Letter of Credit then outstanding and shall be deemed to be a representation by the Commitments Borrowers that the issuance or increase in the stated amount of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datecomplies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedconditions hereof, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Borrowers’ ability to obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Borrowers may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed.

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein and in reliance on the agreement of the Lenders set forth in this SECTION 2.13, each the applicable Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any Borrowerthe Lead Borrower or a Restricted Subsidiary, one or more Letters of Credit; provided thatprovided, immediately after each however, that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall not exceed the aggregate amount Letter of the CommitmentsCredit Sublimit, or (ii) the aggregate outstanding principal amount of Loans to any Borrower plus Tranche A Credit Extensions and/or the aggregate amount of Credit Extensions (including Swingline Loans) would exceed the limitations set forth in SECTION 2.01(a); provided, further, that no Letter of Credit Liabilities for shall be issued unless an Issuing Bank shall have received notice from the account of Administrative Agent that the conditions to such Borrower issuance have been met (such notice shall be deemed given if the Issuing Bank has not exceed received notice that the Maximum Availability of such Borrower and (iii) the aggregate amount conditions have not been met within two Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h); provided further that any Letter of Credit Liabilities issued for the benefit of any Restricted Subsidiary that is not a Borrower shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided further that an Issuing Bank shall not exceed $1,000,000,000. Upon the date be required to issue any such Letter of issuance Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank of a from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall be deemedprohibit, without further action by or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any party heretorestriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to have sold it, (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to each Bankletters of credit generally, and each or (C) any Lender is at such time a Deteriorating Lender hereunder, unless the Issuing Bank shall be deemed, without further action by any party hereto, has entered into reasonably satisfactory arrangements with the Borrowers or such Lender to have purchased from eliminate the Issuing Bank, a participation in ’s risk of full reimbursement with respect to such Letter of Credit and all other Letters of Credit as to which the related Issuing Banks has actual or potential fronting exposure with respect to such Deteriorating Lender (as determined by each Issuing Bank in its sole discretion). A permanent reduction of the Tranche A Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate CommitmentsSublimit; provided provided, however, that (i) if the scheduled Commitment Termination Date of a Bank falls prior Tranche A Commitments are reduced to an amount less than the expiry date of a Letter of Credit Sublimit, then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein Sublimit shall be redetermined pro rata reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Tranche A Commitments. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in proportion to their Commitments after giving effect to the termination writing on each Business Day of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued on the level existing prior to Business Day by such Issuing Bank. If the proposed extensionconditions for borrowing under SECTION 4.02 cannot in fact be fulfilled, regardless of whether the expiry of any such Required Lenders may direct the Issuing Banks to, and the Issuing Banks thereupon shall, cease issue Letters of Credit extends beyond (other than Permitted Overadvances) until such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations conditions can be satisfied or are waived in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soaccordance with SECTION 9.01.

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein, each the applicable Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any the relevant Borrower, one or more Letters of Credit; provided thatprovided, immediately after each however, that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, or (ii) the aggregate Credit Extensions (including Swingline Loans) would exceed the limitations set forth in SECTION 2.01(a); provided, further, that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two (2) Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h) or (y) if the aggregate undrawn amount under Letters of Credit issued by such Issuing Bank then outstanding does not exceed the amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank. A permanent reduction of the Total Commitments shall not exceed require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Total Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Total Commitments. Any Issuing Bank (other than JPMorgan Chase Bank or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Issuing Bank, provided that until the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter Letters of Credit Liabilities for the account of issued in any such Borrower week exceeds such amount as shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance be agreed by the Administrative Agent and the Issuing Bank of a Letter of CreditBank, the such Issuing Bank shall be deemed, without further action by any party hereto, required to have sold to so notify the Administrative Agent in writing only once each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments week of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued by such Issuing Bank during the level existing immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to the proposed extension, regardless of whether the expiry of any be furnished on such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination day of the participations in Letters of Credit pursuant to clause (i) of week as the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, Administrative Agent and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soIssuing Bank may agree.

Letters of Credit. (a) On the Closing Date, each of the Letters of Credit outstanding under the Existing Loan Agreement shall be deemed to have been issued hereunder. The Administrative Agent will inform the Lenders of the aggregate effective amount of all such Letters of Credit on the Closing Date, and will provide each of the Lenders with appropriate information regarding the amount, beneficiary, and tenor of any such Letter of Credit upon request. Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder at any time and from time to time before its from the Closing Date through the Maturity Date, the Issuing Lender shall issue such Letters of Credit under the Revolving Commitment Termination Date upon the as Borrower may request and by a Request for the account of any Borrower; provided that, immediately after each Letter of Credit is issuedwhich do not result in the aggregate effective face amount of all outstanding Letters of Credit being in excess of $25,000,000; provided that after giving effect to all such Letters of Credit, the sum of (i) the Utilization shall not exceed the aggregate principal amount of the Commitments, outstanding Revolving Loans plus (ii) the aggregate amount available for drawing under the outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter Letters of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and plus (iii) the aggregate amount of all unreimbursed draws with respect to all Letters of Credit, shall not exceed the then applicable Revolving Commitment. Each Letter of Credit Liabilities shall be in a form reasonably acceptable to the Issuing Lender. Unless all the Lenders otherwise consent in a writing delivered to the Administrative Agent, the terms of the Letters of Credit shall not exceed $1,000,000,000. Upon 12 months from the date of issuance by thereof (or, in the Issuing Bank case of a Letter of Creditany renewal, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased 12 months from the Issuing Bank, a participation in date of such renewal) and no Letter of Credit and or renewal thereof shall expire later than the related Maturity Date. Borrower will not request any Letter of Credit Liabilities which is not reasonably necessary in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date ordinary course of a Bank falls prior to the expiry date business of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soBorrower.

Letters of Credit. (a) Subject to the terms and conditions hereofset forth herein, (i) each Issuing Bank agrees to issue Letters L/C Issuer agrees, in reliance upon the agreements of Credit hereunder the other Revolving Lenders set forth in this Section 2.05, (A) from time to time before its Commitment Termination on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby or, subject to the limitations set forth in the definition of “L/C Issuer,” commercial Letters of Credit for the account, and upon the request and request, of a Borrower (or jointly for the account of any Borrower, Parent or any Subsidiary) and in support of obligations of any Borrower, Parent or one or more Subsidiaries (including (x) obligations in respect of and in lieu of deposits or security guarantees in the ordinary course of business, (y) to provide support for performance, payment or appeal bonds, indemnity obligations or other surety, including, without limitation, workers compensation insurance and (z) for such other general corporate purposes as the L/C Issuer may agree in its reasonable discretion), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (c) below, and (B) to honor drawings under its Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the account of any Borrower, Parent or any Subsidiary of Parent and any drawing thereunder in accordance with the provisions of subsection (e) below; provided that, immediately after each Letter of Credit is issued, (i) the Utilization aggregate amount of the L/C Obligations shall not exceed the aggregate amount of the CommitmentsL/C Sublimit, (ii) the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans to any Borrower plus its Participation Interests in outstanding L/C Obligations plus its (other than the aggregate amount of Letter of Credit Liabilities for the account of such Borrower Swing Line Lender’s) Participation Interests in outstanding Swing Line Loans shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount Revolving Lender’s Revolving Commitment Percentage of the Letter of Credit Liabilities shall not exceed $1,000,000,000Revolving Committed Amount. Upon Each request by a Borrower, Parent or a Subsidiary for the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities or increase in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date stated amount of a Letter of Credit then outstanding and shall be deemed to be a representation such Borrower, Parent or such Subsidiary that the Commitments issuance or increase in the stated amount of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datecomplies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c)conditions hereof, then such Banka Borrower’s participation in all Letters of Credit shall remain at the level existing prior ability to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding obtain Letters of Credit shall be conditioned fully revolving, and accordingly a Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed.

Letters of Credit. (a) The Letter of Credit Commitment. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers or any other Loan Party, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.04(c), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers or any other Loan Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the L/C Obligations outstanding with respect to such L/C Issuer shall not exceed the L/C Sublimit of such L/C Issuer, (x) the aggregate amount of L/C Obligations shall not exceed the L/C Sublimit of all L/C Issuers taken as a whole, (y) the Total Outstandings shall not exceed the Maximum Revolving Credit and (z) the Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Loans at such time shall not exceed such Lender’s Commitment. Each Borrower hereby agrees to use commercially reasonable efforts to allocate the aggregate face amount of each Letter of Credit issued hereunder ratably among the L/C Issuers in accordance with their respective individual L/C Sublimit. Each request by the Borrowers or any other Loan Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the applicable Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Issuing Bank agrees Borrower’s ability to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed.

Letters of Credit. (ai) Subject to the terms and conditions hereofset forth herein, (A) each Issuing Bank agrees L/C Issuer shall, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, issue Letters of Credit hereunder from time denominated in Dollars or in one (1) or more Alternative Currencies applicable to time before its Commitment Termination Date upon the request and such L/C Issuer for the account of the Company or any Borrower; provided that, immediately after each of its Restricted Subsidiaries in an aggregate amount up to the Letter of Credit is issuedSublimit, and amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Restricted Subsidiaries and any drawings thereunder; provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (iw) the Utilization Total Outstandings shall not exceed the aggregate amount of the CommitmentsFacility, (iix) the aggregate outstanding principal amount Outstanding Amount of the Revolving Credit Loans to of any Borrower Lender, plus such Lender’s Applicable Percentage of the aggregate amount Outstanding Amount of Letter all L/C Obligations, plus such Lender’s Applicable Percentage of Credit Liabilities for the account Outstanding Amount of all Swing Line Loans shall not exceed such Borrower Lender’s Commitment, (y) the Outstanding Amount of all L/C Obligations shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities Sublimit and (z) the Outstanding Amount of the L/C Obligations of any L/C Issuer shall not exceed $1,000,000,000the L/C Issuer Sublimit of such L/C Issuer. Upon the date of issuance Each request by the Issuing Bank of a Letter of Credit, Company for the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date issuance or amendment of a Letter of Credit then outstanding and shall be deemed to be a representation by the Commitments of Company that the other Banks are extended on such date L/C Credit Extension so requested complies with the conditions set forth in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datethe proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedconditions hereof, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Company’s ability to obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank upon the request of Borrower Agent (which shall be irrevocable) made in accordance herewith, Letter of Credit Issuer agrees to issue Letters a requested Letter of Credit hereunder from time to time before its Commitment Termination Date upon the request and in Dollars or any Alternate Currency for the account of any Borrower; provided thatBorrowers of a tenor and containing terms acceptable to Borrower Agent, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower Agent and (iii) the aggregate amount of the Letter of Credit Liabilities shall Issuer, in a maximum aggregate face amount outstanding at any time not to exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such an applicable Letter of Credit and Issuer Sublimit or the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate CommitmentsSublimit; provided that (i) if the scheduled Commitment Letter of Credit Issuer shall have no obligation to cause to be issued any Letter of Credit with a termination date after the Termination Date of a Bank falls prior to the expiry date of and (ii) if a Letter of Credit then outstanding and is issued with an expiration date after the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c)Termination Date, such Bank’s participation in Borrowers shall Collateralize such Letter of Credit in full immediately. The term of any Letter of Credit shall terminate on its Commitment Termination Datenot exceed three hundred sixty-five (365) days from the date of issuance, and the participations of the other Banks therein shall be redetermined pro rata in proportion subject to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended renewal in accordance with Section 2.01(cthe terms thereof (provided that any notice of extension shall be required at least 30 days prior to the expiration of any Letter of Credit hereunder), then such Bank’s participation but in all no event to a date beyond the Termination Date. All Letters of Credit shall remain at the level existing prior be subject to the proposed extensionlimitations set forth in Section 2.5, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and a sum equal to the extent necessary to permit redetermination aggregate amount of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soincluded in calculating outstanding amounts for purposes of determining compliance with Section 2.5. Without limitation of the foregoing, but for the avoidance of any doubt, the maximum amount of all unexpired Letters of Credit outstanding at any one time, when aggregated with (without duplication) all Revolving Credit Loans and Swingline Loans shall not exceed the lesser of (x) the Aggregate Revolving Credit Commitment and (y) the Borrowing Base. Borrowers, Lenders, the Letter of Credit Issuer and Agent hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Closing Date with the same effect as if such Existing Letters of Credit were issued by Letter of Credit Issuer at the request of Borrowers on the Closing Date. Borrowers acknowledge and agree that Xxxxx Fargo Bank, National Association shall have no obligation to issue import Letters of Credit or any Letters of Credit denominated in Alternate Currency.

Letters of Credit. (a) Subject The Issuing Banks, the Banks and the Borrower agree that effective as of the Effective Date, the Existing Letters of Credit shall be deemed to have been issued and maintained under, and to be governed by the terms and conditions hereofof, each this Agreement. Each Issuing Bank agrees agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (collectively, the “Letters of Credit hereunder Credit”, and each a “Letter of Credit”) for the account of the Borrower (such issuance, and any funding of a draw thereunder, to be made by the Issuing Banks in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time before its Commitment on any Business Day during the period from the Effective Date until the earlier of (y) the Termination Date upon for all the request Banks and (z) five (5) Business Days prior to the latest Stated Termination Date for any Bank in an aggregate Available Amount (i) for all Letters of Credit issued by the account of Issuing Banks not to exceed at any Borrower; provided that, immediately after each time the aggregate Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount Commitments at such time minus all Letter of the CommitmentsCredit Advances outstanding at such time, (ii) for all Letters of Credit issued by any Issuing Bank, not to exceed at any time the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account Commitment of such Borrower Issuing Bank at such time minus all Letter of Credit Advances owed to such Issuing Bank outstanding at such time (or such greater amount as such Issuing Bank shall not exceed the Maximum Availability of such Borrower approve), and (iii) the aggregate amount of the for each such Letter of Credit Liabilities shall not to exceed $1,000,000,000. Upon an amount equal to the date Unused Revolving Credit Commitments of issuance by the Issuing Bank of a Letter of CreditBanks at such time; provided, the however, that no Issuing Bank shall be deemed, without further action by any party hereto, required to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of issue a Letter of Credit then outstanding if any Bank is a Defaulting Bank or Potential Defaulting Bank unless the Borrower has deposited cash collateral to the extent required under Section 2.06(c)(ii). If the Stated Termination Date for all Banks is not the same and the Commitments aggregate Available Amount of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter Letters of Credit shall terminate on its Commitment that have an expiration date later than the Stated Termination Date for any Non-Extending Bank will exceed the Unused Revolving Credit Commitments as of such Stated Termination Date, then the Borrower shall grant a first priority perfected security interest in, and the participations of the other Banks therein shall be redetermined pro rata in proportion deliver to their Commitments after giving effect to the termination of the Commitment of (A) each Issuing Bank that is an Extending Bank, for such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Issuing Bank’s participation sole benefit, an amount in Dollars and in same day funds equal to each applicable Non-Extending Bank’s Pro Rata Share of all outstanding Letters of Credit shall remain at issued by such Issuing Bank, to be held as cash collateral by such Issuing Bank under the level existing prior sole control and dominion of such Issuing Bank and subject to the proposed extensionterms of this Agreement and (B) any Issuing Bank that is a Non-Extending Bank, regardless for such Issuing Bank’s sole benefit, an amount in Dollars and in same days funds equal to the Available Amount of whether the expiry of any such all outstanding Letters of Credit extends beyond issued by such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination Issuing Bank (but without duplication of the participations amounts, if any, delivered in respect of such Letters of Credit pursuant to clause (i) Section 2.01(b)(iii)(A)), to be held as cash collateral by such Issuing Bank under the sole control and dominion of such Issuing Bank and subject to the foregoing proviso within terms of this Agreement. Within the limits of the Commitments which are not terminatedreferred to above, the Borrowers shall prepay on such date all or a portion Borrower may request the issuance of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sounder this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. (a) Subject With respect to the terms and conditions hereof, each Issuing Bank agrees to issue all Letters of Credit hereunder from with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time before its Commitment Termination Date upon deposit in a cash collateral account opened by the request Administrative Agent an amount equal to the aggregate then undrawn and for the account unexpired amount of any Borrowersuch Letters of Credit (which such cash collateral shall be deposited in Dollars); provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans that with respect to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Alternative Currency Letter of Credit, the Issuing Bank amount required to be deposited pursuant to this Section 12.2(b) shall be deemed, without further action by any party hereto, equal to have sold to each Bank, one hundred and each Bank shall be deemed, without further action by any party hereto, to have purchased from five percent (105%) of the Issuing Bank, a participation equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such Alternative Currency Letter of Credit and as determined by the related Administrative Agent on the day of acceleration; provided further, that if at anytime the Administrative Agent determines that the amount deposited pursuant to this Section 12.2(b) with respect to any such Alternative Currency Letter of Credit Liabilities is less than one hundred and three percent (103%) of the equivalent amount in Dollars of the undrawn and unexpired amount of such Alternative Currency Letter of Credit, the Borrower shall immediately upon demand by the Administrative Agent deposit additional amounts (in Dollars) in the proportion its Commitment bears cash collateral account sufficient to cause the aggregate Commitments; provided that (iamount of cash collateral deposited pursuant to this Section 12.2(b) if the scheduled Commitment Termination Date of a Bank falls prior with respect to the expiry date of a such Alternative Currency Letter of Credit then outstanding to be at least equal to one hundred and the Commitments five percent (105%) of the other Banks are extended on equivalent amount in Dollars of the aggregate then undrawn and unexpired amount of such date in accordance with Section 2.01(c), such Bank’s participation in such Alternative Currency Letter of Credit shall terminate as determined by the Administrative Agent on its Commitment Termination Date, and the participations date of the other Banks therein such demand. Amounts held in such cash collateral account shall be redetermined pro rata in proportion to their Commitments after giving effect applied by the Administrative Agent to the termination payment of the Commitment of drafts drawn under such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and the unused portion thereof after all such redetermination and termination of participations in outstanding Letters of Credit shall have expired or been fully drawn upon, if any, shall be conditioned upon their having done soapplied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower.

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Extended Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein, each the applicable Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any the relevant Borrower, one or more Letters of Credit; provided thatprovided, immediately after each however, that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, or (ii) the aggregate Credit Extensions (including Swingline Loans) would exceed the limitations set forth in SECTION 2.01(a); provided, further, that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two (2) Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h) or (y) if the aggregate undrawn amount under Letters of Credit issued by such Issuing Bank then outstanding does not exceed the amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank. A permanent reduction of the Total Commitments shall not exceed require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Total Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Total Commitments. Any Issuing Bank (other than JPMorgan Chase Bank or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Issuing Bank, provided that until the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter Letters of Credit Liabilities for the account of issued in any such Borrower week exceeds such amount as shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance be agreed by the Administrative Agent and the Issuing Bank of a Letter of CreditBank, the such Issuing Bank shall be deemed, without further action by any party hereto, required to have sold to so notify the Administrative Agent in writing only once each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments week of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued by such Issuing Bank during the level existing immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to the proposed extension, regardless of whether the expiry of any be furnished on such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination day of the participations in Letters of Credit pursuant to clause (i) of week as the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, Administrative Agent and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soIssuing Bank may agree.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank Xxxxxx hereby agrees to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit hereunder Credit”) from time to time before its Commitment Termination Date upon up to and including the request and for the account of any BorrowerMaturity Date; provided thathowever, immediately after that the aggregate of all undrawn amounts, and all amounts drawn and unreimbursed, under any Letters of Credit issued shall not at any time exceed the Letter of Credit Sublimit. The form and substance of each Letter of Credit is issuedshall be subject to approval by Xxxxxx, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of in its sole discretion. Each Letter of Credit Liabilities for shall be subject to the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount additional terms of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon agreements, applications and any related documents required by Lender in connection with the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bankthereof (each, a participation in such “Letter of Credit Agreement”). Xxxxxxxx agrees to execute any further documentation in connection with the Letters of Credit as Xxxxxx may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the related issuer of any Letters of Credit guaranteed by Xxxxxx and opened for Xxxxxxxx’s account or by Xxxxxx’s interpretations of any Letter of Credit Liabilities issued by Xxxxxx for Xxxxxxxx’s account, and Xxxxxxxx understands and agrees that Lender shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Xxxxxxxx’s instructions or those contained in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at or any modifications, amendments, or supplements thereto. If, on the level existing prior to Maturity Date (or the proposed extension, regardless of whether the expiry effective date of any such Letters termination of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which this Agreement), there are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of any outstanding Letters of Credit, and then on such redetermination and termination date Borrower shall provide to Lender Cash Collateral in an amount equal to at least 100% of participations in outstanding the aggregate dollar equivalent of the face amount of all such Letters of Credit shall be conditioned upon their having done soplus all interest, fees, and costs due or estimated by Lender to become due in connection therewith, to secure all of the Obligations relating to such Letters of Credit.

Letters of Credit. (a) L/C Commitment. Subject to the terms and conditions hereof, each Issuing Bank Bank, in reliance on the agreements of the other Lenders set forth in Section 2.20(e), agrees to issue letters of credit (“Letters of Credit hereunder Credit”) for the account of the Borrower or any of its Subsidiaries or Affiliates on any Business Day during the period from the Availability Date to the Commitment Termination Date of such Issuing Bank in such form as may be approved from time to time before its Commitment Termination Date upon the request and for the account of any Borrowerby such Issuing Bank; provided that, immediately after each that no Issuing Bank shall have any obligation to issue any Letter of Credit is issuedif, after giving effect to such issuance, (i) without the Utilization shall consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $10,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the aggregate principal amount of the Total Extensions of Credit would exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and or (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.21 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment Termination Date will exceed the portion of the aggregate Commitments attributable to the Commitments of the Lenders with respect to which the Commitment Termination Date shall have been extended beyond such Existing Commitment Termination Date. Each Letter of Credit shall (A) be denominated in Dollars, (B) have a face amount of at least $1,000,000 (unless otherwise agreed by the Issuing Bank) and (C) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Commitment Termination Date of the applicable Issuing Bank, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). It is agreed that the Borrower shall have the right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other Banks than this Agreement be deemed (at any time during the Commitment Period of such Principal Issuing Bank) to constitute a Letter of Credit issued under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of such letter of credit if it were then being newly issued as a Letter of Credit hereunder are not extended satisfied (including the satisfaction of the conditions precedent set forth in Section 4.2 and Section 4.3), and with the consent of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such Letter of Credit in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i2.20(b) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sobelow.

Letters of Credit. (a) Subject to Notwithstanding the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount occurrence of the Commitments, (ii) the aggregate outstanding principal amount of Loans to Maturity Date or any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount expiration or termination of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by Agreement and/or any other Loan Document, if the Issuing Bank shall make any disbursement in respect of a Letter of Credit, the Issuing Bank Grantor agrees to reimburse such disbursement (which obligation shall be deemeda “Reimbursement Obligation” as defined under the Credit Agreement, without further action notwithstanding the occurrence of the Maturity Date or any expiration or termination of the Credit Agreement and/or any other Loan Document) by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears paying to the aggregate Commitments; provided Administrative Agent an amount equal to such disbursement not later than 12:00 noon, New York City time, on the date that such disbursement is made, if the Grantor shall have received notice of such disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Grantor prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Grantor receives such notice, if the scheduled Commitment Termination Date of a Bank falls such notice is received prior to 10:00 a.m., New York City time, on the expiry date day of receipt, or (ii) the Business Day immediately following the day that the Grantor receives such notice, if such notice is not received prior to such time on the day of receipt. The Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Grantor. The Grantor, the Administrative Agent, the Issuing Bank and the Bank agree that the Administrative Agent may on the Grantor’s behalf make any such payment to the Issuing Bank from funds on deposit in any Blocked Account immediately after the Issuing Bank makes any disbursement in respect of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations payment shall satisfy the Grantor’s reimbursement obligations under this clause (a) in outstanding Letters of Credit shall be conditioned upon their having done soconnection with such disbursement.

Letters of Credit. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Issuing Bank agrees to issue Letters of Credit hereunder at any time and from time to time before its Commitment Termination from the Closing Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit as the Borrower may request upon the delivery of a written request and for in the account form of any Borrower; provided that, immediately after each Exhibit F hereto (a “Letter of Credit is issuedRequest”) to the Issuing Lender, provided that (i) the Utilization no Default or Event of Default shall not exceed the aggregate amount of the Commitmentshave occurred and be continuing, (ii) the aggregate outstanding principal amount upon issuance of Loans to any Borrower plus the aggregate amount of such Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of Credit, the Letter of Credit Liabilities shall not exceed Thirty-Five Million Dollars ($1,000,000,00035,000,000.00), (iii) in no event shall the sum of (A) the Revolving Credit Loans Outstanding, (B) the Swing Loans Outstanding and (C) the amount of Letter of Credit Liabilities (after giving effect to all Letters of Credit requested) exceed the Total Revolving Credit Commitment, (iv) in no event shall the aggregate outstanding principal amount of the Revolving Credit Loans, Swing Loans and Term Loans and aggregate Letters of Credit Liabilities (after giving effect to any requested Letters of Credit) exceed the lesser of (A) the Total Commitment or (B) the Borrowing Base Availability (giving effect to the amount of all Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Term Loans and aggregate Letter of Credit Liabilities), or cause a violation of the covenant set forth in §9.1, (v) the conditions set forth in §§10 and 11 shall have been satisfied, and (vi) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Upon Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Issuing Lender is reasonably satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Revolving Credit Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date of issuance by thereof, subject to extension pursuant to an “evergreen” clause acceptable to Agent and Issuing Lender (but in any event the Issuing Bank of a Letter of Credit, term shall not extend beyond the Issuing Bank shall Revolving Credit Maturity Date). The amount available to be deemed, without further action by drawn under any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate reduce on its a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all as a Revolving Credit Loan. The Existing Letters of Credit shall remain at upon the level existing prior Closing Date be deemed to the proposed extension, regardless of whether the expiry of any such be Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sounder this Agreement.

Letters of Credit. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, each Issuing Bank agrees shall issue and deliver to issue Letters of Credit hereunder the Borrower at any time and from time to time on or after the Effective Date and prior to the fifth Business Day before its Commitment Termination Date upon the request and Revolving Maturity Date, Letters of Credit for the account of the Borrower or any BorrowerSubsidiary in an aggregate undrawn amount at any one time outstanding not to exceed $50,000,000; provided thatthat such Issuing Bank shall not issue any Letter of Credit if, immediately after each giving effect to such issuance, the LC Exposure at such time would exceed the Total LC Commitment or if the Revolving Exposure would exceed the Total Revolving Commitment or if the aggregate principal amount of Senior Funded Debt at such time would exceed the Borrowing Base then in effect. Each Letter of Credit is issued(x) shall be in form as shall have been agreed upon in writing by the Borrower, the Administrative Agent and such Issuing Bank, (y) shall be in a minimum face amount of $2,000 and (z) shall permit drawings upon the presentation of one or more sight drafts and such other documents as shall be specified by the Borrower in the applicable notice delivered pursuant to paragraph (b) below and shall expire on a date not later than the earlier of (i) the Utilization shall not exceed date one year after the aggregate amount date of the Commitmentsissuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls fifth Business Day prior to the expiry date Revolving Maturity Date. The letters of a Letter credit set forth on Schedule 2.14 shall be deemed to be "Letters of Credit then Credit" hereunder at all times such letters of credit are outstanding after the Effective Date; and the Commitments each of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks issuing banks listed therein shall be redetermined pro rata in proportion deemed to their Commitments after giving effect be the "Issuing Bank" with respect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (ai) Subject With respect to the terms and conditions hereof, each Issuing Bank agrees to issue all Letters of Credit hereunder from time with respect to time before its Commitment Termination Date upon the request and which presentment for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization honor shall not exceed have occurred at the aggregate amount time of the Commitments, (ii) the aggregate outstanding principal amount of Loans an acceleration pursuant to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c11.2(a), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that of a repayment under Section 2.4(b) and (iii) in the Commitments event there is any Fronting Exposure (after giving effect to Section 4.11(a)(iv) and any cash collateral provided by any Defaulting Lender), require the relevant Borrower at such time to deposit or cause to be deposited in a cash collateral account opened by the Administrative Agent (the “Cash Collateral Account”) an amount equal to the Dollar Equivalent of the other Banks are not extended in accordance with Section 2.01(c), aggregate then such Bank’s participation in all Letters undrawn and unexpired amount of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond (or in the amount required under Section 2.4(b) or such Bank’s Commitment Termination DateFronting Exposure). In the case of any such Letter of Credit denominated in Euros, Sterling or any Optional Currency, the Dollar Equivalent of the amount deposited in respect of such Letter of Credit shall be calculated at the end of each calendar month in accordance with the last sentence of Section 3.2. In the event that the Dollar Equivalent of such amount at the time of any such calculation exceeds the amount deposited in such Cash Collateral Account with respect to such Letter of Credit, the Parent Borrower agrees to promptly deposit or cause to be deposited into such Cash Collateral Account an amount equal to such excess. If at any time the Administrative Agent reasonably determines that the total amount of such cash collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the relevant Borrower will, promptly, and in any event within three Business Days after demand by the Administrative Agent, pay or provide to the extent necessary Administrative Agent additional cash collateral in an amount sufficient to permit redetermination eliminate such deficiency. Amounts held in such Cash Collateral Account shall be applied by the Administrative Agent to the payment of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedSwingline Loans, the Borrowers shall prepay on drafts drawn under such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and the unused portion thereof, if any, remaining after all such redetermination and termination of participations in outstanding Letters of Credit shall have expired or been fully drawn upon shall be conditioned upon their having done soapplied to repay any other unpaid Secured Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, the applicable Fronting Exposure shall have been eliminated, the Reimbursement Obligations shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral Account shall be promptly returned to the relevant Borrower. If any Borrower is required to provide cash collateral pursuant to Section 2.4(b), such amount, to the extent not applied as aforesaid, shall be promptly returned to the relevant Borrower on demand, provided that after giving effect to such return (a) no repayment is required under Section 2.4(b)(i) or Section 2.4(b)(ii) and (b) no Default or Event of Default shall have occurred and be continuing at such time.

Letters of Credit. (a) Subject Until the maturity or termination of the Revolving Loan Commitments, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section 2.15, may, in its sole discretion, issue, at the request of the Borrowers, Letters of Credit denominated in Dollars, Euros and Sterling for the account of the Borrowers on the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitmentshereinafter set forth; provided that (i) if each Letter of Credit shall expire on the scheduled Commitment Termination Date earlier of a Bank falls (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the expiry Maturity Date of the Revolving Credit Facility; (ii) each Letter of Credit shall be in a stated amount of at least $50,000, or such lesser amount as shall be agreed by the Issuing Bank in its sole discretion; and (iii) the Borrowers may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate Letter of Credit Obligations would exceed the aggregate Letter of Credit Commitment or (B) the aggregate outstanding Revolving Loans of all Lenders would exceed the Revolving Loan Facility. Each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s pro rata share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Agreement Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion deemed to their Commitments after giving effect utilize the Revolving Loan Commitment of each Lender by an amount equal to the termination of the Commitment amount of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soparticipation.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date the US$ Commitments and the Multi-Currency Commitments may be utilized, upon the request and of the Company, in addition to the Loans provided for by Section 2.01 hereof or in Annex A hereto, as the case may be, for the issuance by the Issuing Bank of standby letters of credit (collectively with the Existing Letters of Credit, "LETTERS OF CREDIT") for the account of any Borrower; the Company or for the account of such of its Subsidiaries as the Company may specify, provided that, immediately after each Letter of Credit is issued, that in no event shall (i) the Utilization shall not aggregate amount of all Letter of Credit Liabilities under the US$ Commitments or the Multi-Currency Commitments, together with the aggregate outstanding principal amount of the US$ Loans or the Multi-Currency Loans, as the case may be, exceed the aggregate amount of the US$ Commitments or the Multi-Currency Commitments, as the case may be, as in effect from time to time, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of all Letter of Credit Liabilities for under the account of such Borrower shall not US$ Commitments and the Multi-Currency Commitments exceed the Maximum Availability of such Borrower $100,000,000 and (iii) the aggregate amount expiration date of the any Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon extend beyond the earlier of the Commitment Termination Date and the date one year following the issuance of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related (provided that any Letter of Credit Liabilities with a one-year tenor may provide for the renewal thereof for additional one-year periods, which periods shall in any event not extend beyond the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date). On the Effective Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Existing Letters of Credit shall remain at automatically, without any action on the level existing prior to the proposed extension, regardless of whether the expiry part of any such Person, be deemed to be Letters of Credit extends beyond such Bank’s Commitment Termination Date. If issued and to outstanding hereunder (with the extent necessary to permit redetermination of the participations in Existing Letters of Credit pursuant denominated in Dollars being deemed to clause (i) be issued under the US$ Commitments and the Existing Letters of Credit denominated in other currencies being deemed to be issued under the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers Multi-Currency Commitments). The following additional provisions shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding apply to Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.:

Letters of Credit. (ai) Subject to the terms and conditions hereofset forth herein, (A) each Issuing Bank agrees L/C Issuer shall, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, issue Letters of Credit hereunder from time denominated in Dollars or in one or more Alternative Currencies applicable to time before its Commitment Termination Date upon the request and such L/C Issuer for the account of the Company or any Borrower; provided that, immediately after each of its Restricted Subsidiaries in an aggregate amount up to the Letter of Credit is issuedSublimit, and amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (iw) the Utilization Total Outstandings shall not exceed the aggregate amount of the CommitmentsFacility, (iix) the aggregate outstanding principal amount Outstanding Amount of the Revolving Credit Loans to of any Borrower Lender, plus such Lender’s Applicable Percentage of the aggregate amount Outstanding Amount of Letter all L/C Obligations, plus such Lender’s Applicable Percentage of Credit Liabilities for the account Outstanding Amount of all Swing Line Loans shall not exceed such Borrower Lender’s Commitment, (y) the Outstanding Amount of all L/C Obligations shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities Sublimit and (z) the Outstanding Amount of the L/C Obligations of any L/C Issuer shall not exceed $1,000,000,000the L/C Issuer Sublimit of such L/C Issuer. Upon the date of issuance Each request by the Issuing Bank of a Letter of Credit, Company for the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date issuance or amendment of a Letter of Credit then outstanding and shall be deemed to be a representation by the Commitments of Company that the other Banks are extended on such date L/C Credit Extension so requested complies with the conditions set forth in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datethe proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedconditions hereof, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Company’s ability to obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Issuing Bank agrees to issue Letters of Credit hereunder at any time and from time to time before its Commitment Termination from the Closing Date through the day that is thirty (30) days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit as the Borrower may request upon the delivery of a written request and for in the account form of any Borrower; provided that, immediately after each Exhibit F hereto (a “Letter of Credit is issuedRequest”) to the Issuing Lender, provided that (i) the Utilization no Default or Event of Default shall not exceed the aggregate amount of the Commitmentshave occurred and be continuing, (ii) the aggregate outstanding principal amount upon issuance of Loans to any Borrower plus the aggregate amount of such Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of Credit, the Letter of Credit Liabilities shall not exceed $1,000,000,000the Letter of Credit Commitment, (iii) in no event shall the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Liabilities (after giving effect to any requested Letters of Credit) exceed the lesser of the Total Revolving Credit Commitment and (y) the sum of (A) the Borrowing Base Availability less (B) the sum of the outstanding principal amount of the Term Loans A and Term Loans B and commencing on the Release of Security Date and continuing at all times thereafter, the aggregate outstanding principal amount of the Consolidated Total Unsecured Indebtedness (excluding the Loans and Letter of Credit Liabilities), or cause a violation of the covenant set forth in §9.1, (iv) the conditions set forth in §§10 and 11 shall have been satisfied, and (v) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Upon Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§10 and 11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Agent otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date of issuance by thereof, subject to extension pursuant to an “evergreen” clause acceptable to the Agent and the Issuing Bank of a Letter of Credit, Lender (but in any event the Issuing Bank term shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that not extend beyond five (i5) if the scheduled Commitment Termination Date of a Bank falls Business Days prior to the expiry date of a Letter of Revolving Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(cMaturity Date), such Bank’s participation in such . The amount available to be drawn under any Letter of Credit shall terminate reduce on its a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of as a Revolving Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soLoan.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions hereofset forth herein, each Issuing Bank agrees (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of the Borrower or, with the consent of the Administrative Agent, its Subsidiaries, and to amend Letters of Credit previously issued [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any Borrowerdrawings thereunder; provided that, immediately that after each giving effect to any L/C Credit Extension with respect to any Letter of Credit is issuedCredit, (ix) the Utilization Total Outstandings shall not exceed the aggregate amount lesser of (1) the CommitmentsBorrowing Base and (2) Revolving Credit Facility, (iiy) the aggregate outstanding principal amount Outstanding Amount of the Loans to of any Borrower Lender, plus such Lender’s Applicable Percentage of the aggregate amount Outstanding Amount of Letter all L/C Obligations shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of Credit Liabilities for the account of such Borrower L/C Obligations shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000Sublimit. Upon the date of issuance Each request by the Issuing Bank of a Letter of Credit, Borrower for the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date issuance or amendment of a Letter of Credit then outstanding and shall be deemed to be a representation by the Commitments of Borrower that the other Banks are extended on such date L/C Credit Extension so requested complies with the conditions set forth in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datethe proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedconditions hereof, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Borrower’s ability to obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed.

Letters of Credit. (a) Subject During the Extended Revolving Availability Period, each Issuing Bank, in reliance upon the agreements of the Revolving Lenders pursuant to Section 2.24(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereofhereinafter set forth; provided, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after that (i) each Letter of Credit shall expire no later than five (5) Business Days prior to the Extended Revolving Commitment Termination Date, unless, with the prior approval of the applicable Issuing Bank, such Letter of Credit is issuedCash Collateralized in the manner provided in clause (g) below; (ii) each Letter of Credit shall be in a stated amount of at least $50,000, or, if denominated in any Acceptable Currency other than Dollars, the Dollar Equivalent of $50,000; (iii) any Letter of Credit in an Acceptable Currency other than Dollars shall be issued in the sole discretion of the relevant Foreign Currency Issuing Bank, and any Letter of Credit in Dollars issued by any Issuing Bank other than SunTrust Bank shall be in the sole discretion of such Issuing Bank; and (iv) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment, (B) the aggregate Revolving Credit Exposure of all Revolving Lenders would exceed the Aggregate Revolving Commitment Amount or (C) the Dollar Equivalent amount of the principal amount of outstanding Letters of Credit in Acceptable Currencies other than Dollars, determined in accordance with Section 10.17, would exceed in the aggregate the Foreign Currency Sublimit. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Lender's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Utilization shall not exceed the aggregate amount Fifth Restatement Date with respect to all Existing Letters of the Commitments, Credit and (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon on the date of issuance by the Issuing Bank of a Letter with respect to all other Letters of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date . Each issuance of a Letter of Credit then outstanding and shall be deemed to utilize the Commitments Revolving Commitment of each Lender by an amount equal to the amount of such participation. As of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Fifth Restatement Date, and the participations each of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Existing Letters of Credit shall be conditioned deemed to have been issued under the Revolving Commitments pursuant to this Section and each Revolving Lender is deemed to have purchased a participation in all Existing Letters of Credit in accordance with this Section 2.24. The Administrative Agent shall provide the Revolving Lenders with relevant information concerning the LC Exposure upon their having done sowritten request, no more frequently than quarterly. For the avoidance of doubt, (i) as of the Extended Revolving Commitment Termination Date, the Revolving Lenders shall cease to have any participation obligation in any Cash Collateralized Letter of Credit that expires after the Extended Revolving Commitment Termination Date issued with the approval of the applicable Issuing Bank (except with respect to drawings made thereunder prior to the Extended Revolving Commitment Termination Date). and (ii) as of the Non-Extended Revolving Commitment Termination Date, the Non-Extended Revolving Lenders shall cease to have any participation obligation in any Letter of Credit that expires after the Non-Extended Revolving Commitment Termination Date to the extent the LC Exposure with respect to such Letter of Credit has been reallocated or Cash Collateralized in accordance with Section 2.28.

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date the Revolving Commitments may be utilized, upon the request of Borrower, in addition to the Revolving Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively called "LETTERS OF CREDIT") issued by L/C Lender for the account of any Borrower; provided thatObligor (PROVIDED, immediately after that Borrower shall be a co-applicant (and jointly and severally liable) with respect to each Letter of Credit is issuedissued for the account of any Subsidiary); PROVIDED, HOWEVER, that in no event shall (i) the Utilization shall not exceed the aggregate amount of all L/C Liabilities, PLUS the Commitmentsaggregate principal amount of the Revolving Loans then outstanding, PLUS the aggregate principal amount of Swing Loans then outstanding exceed at any time the Revolving Commitments as in effect at such time, (ii) the sum of the aggregate outstanding principal amount of Revolving Loans to then outstanding made by any Borrower plus Revolving Lender, PLUS such Lender's R/C Percentage of the aggregate principal amount of Swing Loans then outstanding, PLUS such Lender's R/C Percentage of the aggregate amount of Letter of Credit all L/C Liabilities for the account of exceed such Borrower shall not exceed the Maximum Availability of Lender's Revolving Commitment as in effect at such Borrower and time, (iii) the outstanding aggregate amount of all L/C Liabilities exceed $75.0 million, (iv) the face amount of any Letter of Credit Liabilities shall not exceed be less than $1,000,000,000. Upon 250,000, (v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the R/C Termination Date and (y) the date twelve months following the date of such issuance by for standby Letters of Credit or 180 days after the Issuing Bank date of a Letter such issuance for commercial documentary Letters of Credit, unless the Issuing Bank shall Majority Revolving Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the R/C Termination Date); PROVIDED, HOWEVER, that any standby Letter of Credit may, with the prior written approval of L/C Lender (such approval not to be deemedunreasonably withheld or delayed), without further action by any party hereto, be automatically extendible for periods of up to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from one year (but never beyond the Issuing Bank, a participation in fifth Business Day preceding the R/C Termination Date) so long as such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears provides that L/C Lender retains an option satisfactory to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior L/C Lender to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in terminate such Letter of Credit shall terminate on its Commitment Termination Dateprior to each extension date, and the participations unless all of the other Banks therein Revolving Lenders have approved such expiry date in writing, (vi) L/C Lender issue any Letter of Credit after it has received notice from Borrower or the Majority Revolving Lenders stating that a Default exists until such time as L/C Lender shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination have received written notice of the Commitment (x) rescission of such former Bank; and notice from the Majority Revolving Lenders, (iiy) in the event that the Commitments waiver of the other Banks are not extended such Default in accordance with Section 2.01(c)this Agreement or (z) Administrative Agent's good faith determination that such Default has ceased to exist, then such Bank’s participation or (vii) a commercial letter of credit be issued in all Letters of Credit a currency other than Dollars or at a tenor other than sight. The following additional provisions shall remain at the level existing prior apply to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.:

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank the Administrative Agent agrees to issue one or more standby Letters of Credit hereunder for the account of the Borrower from time to time before its Commitment from the date hereof to and including the Termination Date upon Date; PROVIDED, HOWEVER, that the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed at any time exceed, and the Maximum Availability Administrative Agent shall not be obligated to issue any Letter of such Borrower and Credit which would cause the outstanding Letter of Credit Liabilities to exceed, an amount equal to (iiia) the least of (1) $25,000,000, (2) the aggregate amount of the Commitments or (3) the Borrowing Base, minus (b) the outstanding Advances. Each Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon may be issued for the date account of issuance or used by the Issuing Bank of a Borrower or any Subsidiary, but the Borrower shall have full liability for each Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such . Each Letter of Credit shall terminate on its Commitment have an expiration date that does not extend beyond the Termination Date, and the participations of the other Banks therein Date (which shall be redetermined pro rata in proportion deemed to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to exclude clause (ib) of the foregoing proviso within definition thereof unless Acceptable Collateral has been delivered to the limits Administrative Agent by June 6, 1997), shall be payable in Dollars, shall have a minimum face amount of $50,000, must support a transaction that is entered into in the ordinary course of the Commitments which are not terminatedBorrower's or its Subsidiaries' business, must support a transaction or purpose approved by the Administrative Agent in the exercise of its reasonable business judgment, must be reasonably satisfactory in form and substance to the Administrative Agent, and shall be issued pursuant to such documents and instruments (including, without limitation, the Borrowers shall prepay on such date all or a portion Administrative Agent's standard application for issuance of standby letters of credit, as the case may be, as then in effect [each an "L/C APPLICATION"]) as the Administrative Agent may require (collectively, the "L/C DOCUMENTS"). A copy of the outstanding Loans and/or secure cancellation form of outstanding Letters L/C Application which is in effect as of Creditthe date hereof for standby letters of credit is attached hereto as Exhibit "K". However, and such redetermination and termination the form of participations in outstanding Letters of Credit shall L/C Application may be conditioned upon their having done sochanged by the Administrative Agent from time to time without notice to the Borrower or the Lenders.

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Borrower may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein, each the applicable Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any Borrower; provided thatthe Borrower or a Subsidiary, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter one or more Letters of Credit; provided, the Issuing Bank shall be deemedhowever, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation that no Credit Extension in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date respect of a Letter of Credit then outstanding shall be made if after giving effect to such Credit Extension (i) the aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, or (ii) any of the conditions set forth in SECTIONS 2.01(a)(i), (ii) or (iii) would not be satisfied; provided, further, that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given if the Issuing Bank has not received notice that the conditions have not been met within two Business Days of the initial request to the Issuing Bank and the Commitments Administrative Agent pursuant to SECTION 2.11(h)); provided further that any Letter of Credit issued for the other Banks are extended benefit of any Subsidiary that is not a Facility Guarantor shall be issued naming the Borrower as the account party on such date in accordance with Section 2.01(c), such Bank’s participation in any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of such Subsidiary; provided further that an Issuing Bank shall terminate not be required to make any Credit Extension in respect of any Letter of Credit, if, in its reasonable discretion: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on its Commitment Termination the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good fxxxx xxxxx material to it, (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally, (C) except as otherwise agreed by the Administrative Agent and the participations applicable Issuing Bank, such Letter of Credit is to be denominated in a currency other than Dollars; or (D) any Lender is at that time a Defaulting Lender or a Deteriorating Lender, unless the other Banks therein shall be redetermined pro rata applicable Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in proportion its sole discretion) with the Borrower or such Lender to their Commitments eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to SECTION 2.24(a)(iv)) with respect to the termination Defaulting Lender and/or Deteriorating Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Obligations in respect of Letters of Credit as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the Commitment terms hereof, or (B) the beneficiary of such former Bank; and Letter of Credit does not accept the proposed amendment to such Letter of Credit. Any Issuing Bank (iiother than Bank of America or any of its Affiliates) shall notify the Administrative Agent in the event that the Commitments writing on each Business Day of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued on the level existing prior to the proposed extension, regardless of whether the expiry of any Business Day by such Letters of Credit extends beyond such Issuing Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding All Existing Letters of Credit shall be conditioned upon their having done sodeemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) Subject During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.23(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereofhereinafter set forth; provided, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after that (i) each Letter of Credit is issued, shall expire on the earlier of (iA) the Utilization shall not exceed date one year after the aggregate amount date of issuance of such Letter of Credit (or in the Commitmentscase of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Commitment Termination Date; (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of each Letter of Credit Liabilities for the account shall be in a stated amount of such Borrower shall not exceed the Maximum Availability of such Borrower at least $100,000; and (iii) the aggregate amount of the Letter of Credit Liabilities shall Borrower may not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders, would exceed the Aggregate Revolving Commitments. Upon the issuance of each Letter of Credit each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, recourse a participation in such Letter of Credit and equal to such Lender’s Pro Rata Share of the related aggregate amount available to be drawn under such Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date Credit. Each issuance of a Letter of Credit then outstanding and shall be deemed to utilize the Commitments Revolving Commitment of each Lender by an amount equal to the amount of such participation. As of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Closing Date, and the participations each of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Existing Letters of Credit shall be conditioned upon their having done sodeemed issued under this Section and shall thereafter be deemed Letters of Credit, subject to the terms hereof. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any 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 the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement.

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Bank The Agent further agrees to issue or cause to be issued by a Lender, Letters of Credit hereunder from time for Borrower’s account for any purpose acceptable to time before the Agent in its Commitment Termination Date upon reasonable discretion (the request and Agent or such Lender thereby becoming an Issuer) in amounts up to the lesser of: (a) Fifteen Million Dollars ($15,000,000) minus the then outstanding LC Obligations; (b) the Available Amount or (c) the then current Borrowing Base Limit, for the account benefit of any one or more beneficiaries to be named by Borrower (the “Beneficiary”, whether one or more), in form and substance acceptable to the Beneficiary. In order to effect the issuance of each Letter, Borrower shall deliver to the Agent a letter of credit application (the “Application”) not later than 11:00 a.m. (Denver time), five (5) Business Days prior to the proposed date of issuance of the Letter. The Application shall be duly executed by a responsible officer of Borrower; provided that, immediately after each Letter of Credit is issued, shall be irrevocable and shall (i) specify the Utilization shall not exceed the aggregate amount of the Commitments, day on which such Letter is to be issued (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank which shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(cBusiness Day), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in be accompanied by a certificate executed by a responsible officer setting forth calculations evidencing availability for the event Letter and stating that the Commitments all conditions precedent to such issuance have been satisfied. The Agent shall provide Borrower and each Lender with a copy of the other Banks are not extended Letter that has been issued. Each Letter shall (i) provide for the payment of drafts presented for honor thereunder by the beneficiary in accordance with Section 2.01(c)the terms thereof, then when such Bank’s participation drafts are accompanied by the documents described in all Letters of Credit shall remain at the level existing prior to the proposed extensionLetter, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If if any, and (ii) to the extent necessary not inconsistent with the express terms hereof or the applicable Application, be subject, as applicable, to permit redetermination the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or the International Standby Practices (ISP 98—International Chamber Of Commerce Publication Number 590) (in each case, together with any subsequent revisions thereof approved by a Congress of the participations International Chamber of Commerce and adhered to by the Issuer, the “UCP” and the “ISP98”, respectively), and shall, as to matters not governed by the UCP or the ISP98, be governed by, and construed and interpreted in Letters of Credit pursuant to clause (i) accordance with, the laws of the foregoing proviso within State in which the limits of the Commitments which are not terminatedIssuer resides. May 27, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.2004

Letters of Credit. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrowera Borrower and its Subsidiaries in the aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding the Letter of Credit Sublimit; provided thatthat (A) BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $175,000,000, immediately after and the issuance by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage is equal to or greater than $175,000,000 shall be at the sole discretion of BNPP as Issuing Bank (or its permitted successors and assigns in such capacity), (B) Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $100,000,000 and only at a time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP (or its permitted successors and assigns in such capacity) is equal to or greater than $175,000,000, and the issuance by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 shall be at the sole discretion of Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity), (C) JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $100,000,000 and only at a time when (1) Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $175,000,000 and (2) Letter of Credit Usage with respect to Letters of Credit Issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000, and the issuance by JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $100,000,000 shall be at the sole discretion of JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) and (D) PNC as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $50,000,000 and only at a time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $175,000,000, and the issuance by PNC as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by PNC as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $50,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNPP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 shall be at the sole discretion of PNC as Issuing Bank (or its permitted successors and assigns in such capacity); provided, further, (i) each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, be denominated in Dollars; (ii) the aggregate outstanding principal stated amount of Loans to any Borrower plus the aggregate amount of each Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of be less than $25,000 or such Borrower and lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the aggregate amount Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Liabilities Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall not exceed $1,000,000,000. Upon any Letter of Credit have an expiration date later than the earlier of (1) five (5) Business Days prior to the Extended Revolving Commitment Termination Date and (2) unless otherwise agreed by the Issuing Bank, the date which is one year from the date of issuance by the Issuing Bank of a such Letter of Credit. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall be deemed, without further action by not extend any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit if it has received written notice that an Event of Default has occurred and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain is continuing at the level existing prior time Issuing Bank must elect to the proposed allow such extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (a) Subject During the 2015 Revolving Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrowera Borrower and its Subsidiaries in the aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding the Letter of Credit Sublimit; provided thatthat (A) BNP as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $175,000,000, immediately after and the issuance by BNP as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage is equal to or greater than $175,000,000 shall be at the sole discretion of BNP as Issuing Bank (or its permitted successors and assigns in such capacity), (B) Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $100,000,000 and only at a time when Letter of Credit Usage with respect to Letters of Credit issued by BNP (or its permitted successors and assigns in such capacity) is equal to or greater than $175,000,000, and the issuance by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 shall be at the sole discretion of Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity), (C) JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $100,000,000 and only at a time when (1) Letter of Credit Usage with respect to Letters of Credit issued by BNP as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $175,000,000 and (2) Letter of Credit Usage with respect to Letters of Credit Issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000, and the issuance by JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $100,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by Bank of America as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $100,000,000 shall be at the sole discretion of JPMorgan Chase as Issuing Bank (or its permitted successors and assigns in such capacity) and (D) PNC as Issuing Bank (or its permitted successors and assigns in such capacity) shall only be required to issue Letters of Credit for the account of a Borrower and its Subsidiaries in an aggregate amount for all Borrowers and their Subsidiaries up to but not exceeding $50,000,000 and only at a time when Letter of Credit Usage with respect to Letters of Credit issued by BNP as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $175,000,000, and the issuance by PNC as Issuing Bank (or its permitted successors and assigns in such capacity) of any additional Letters of Credit at any time when Letter of Credit Usage with respect to Letters of Credit issued by PNC as Issuing Bank (or its permitted successors and assigns in such capacity) is equal to or greater than $50,000,000 or at any time when Letter of Credit Usage with respect to Letters of Credit issued by BNP as Issuing Bank (or its permitted successors and assigns in such capacity) is less than $175,000,000 shall be at the sole discretion of PNC as Issuing Bank (or its permitted successors and assigns in such capacity); provided, further, (i) each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, be denominated in Dollars; (ii) the aggregate outstanding principal stated amount of Loans to any Borrower plus the aggregate amount of each Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of be less than $25,000 or such Borrower and lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the aggregate amount Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Liabilities Usage exceed the Letter of Credit Sublimit then in effect; and (v) in no event shall not exceed $1,000,000,000. Upon any Letter of Credit have an expiration date later than the earlier of (1) the 2015 Revolving Commitment Termination Date and (2) unless otherwise agreed by the Issuing Bank, the date which is one year from the date of issuance by the Issuing Bank of a such Letter of Credit. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall be deemed, without further action by not extend any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit if it has received written notice that an Event of Default has occurred and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain is continuing at the level existing prior time Issuing Bank must elect to the proposed allow such extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (ai) Subject to the terms and conditions hereofset forth herein, (A) each Issuing Bank agrees agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.4, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and (including IRB L/Cs) denominated in Dollars or in one or more Alternative Currencies for the account of Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with paragraph (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of Company or its Subsidiaries and any Borrowerdrawings thereunder; provided that, immediately that after each giving effect to any Credit Extension with respect to any Letter of Credit is issuedCredit, (ix) the Total Utilization of Revolving Commitments shall not exceed the aggregate amount Revolving Commitments then in effect, (y) the Revolving Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment then in effect, and (z) the Outstanding Amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower L/C Obligations shall not exceed the Maximum Availability of such Borrower and (iii) Revolving Commitment then in effect. Each request by Company for the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date or amendment of a Letter of Credit then outstanding and shall be deemed to be a representation by Company that the Commitments of Credit Extension so requested complies with the other Banks are extended on such date conditions set forth in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datethe proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c)conditions hereof, then such BankCompany’s participation in all Letters of Credit shall remain at the level existing prior ability to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding obtain Letters of Credit shall be conditioned fully revolving, and accordingly Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed. This Agreement shall be the “Reimbursement Agreement” referred to in the IRB L/Cs. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions hereofset forth herein, each Issuing Bank agrees (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.21, (1) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of the Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any Borrowerdrawings thereunder; provided that, immediately that after each giving effect to any L/C Credit Extension with respect to any Letter of Credit is issuedCredit, (ix) the Utilization sum of the aggregate principal amount of the outstanding Advances and the aggregate L/C Obligations shall not exceed the aggregate Commitments, (y) the aggregate principal amount of the CommitmentsRevolving Credit Advances of any Lender, (ii) plus such Lender’s Ratable Share of the aggregate outstanding amount of all L/C Obligations, plus such Lender’s Ratable Share of the outstanding principal amount of Loans to any Borrower plus all Swing Line Advances shall not exceed such Lender’s Commitment, and (z) the aggregate outstanding amount of Letter of Credit Liabilities for the account of such Borrower L/C Obligations shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000Sublimit. Upon the date of issuance Each request by the Issuing Bank of a Letter of Credit, Borrower for the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date issuance or amendment of a Letter of Credit then outstanding and shall be deemed to be a representation by the Commitments of Borrower that the other Banks are extended on such date L/C Credit Extension so requested complies with the conditions set forth in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datethe proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedconditions hereof, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Borrower’s ability to obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed.

Letters of Credit. (a) Subject to the terms and conditions hereofhereof and provided that all of the conditions contained in §§10 and 11 have been satisfied, each the Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any the Borrower, from the date of this Agreement to, but not including, the Revolving Credit Maturity Date at such times as the Borrower may request; provided thatprovided, immediately after each however, that the aggregate Letter of Credit is issued, Liabilities (including such requested Letter of Credit) at any one time Outstanding shall not (i) exceed the Utilization shall not exceed lesser of (A) the Total Revolving Credit Commitment minus the aggregate amount of Outstanding Revolving Credit Loans (including any Swing Line Loans), or (B) the CommitmentsLetter of Credit Sublimit, or (ii) cause a Default or Event of Default under §9.5 (or the aggregate outstanding principal amount terms of Loans §12.1(c) would not require a Bank to issue a Letter of Credit). Notwithstanding anything to the contrary contained in this §2.9, the Issuing Bank shall not be obligated to issue, amend, extend, renew or increase any Borrower plus the aggregate amount of Letter of Credit Liabilities for at a time when any other Revolving Credit Bank is a Defaulting Bank, unless the account Issuing Bank is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Banks that are Non-Defaulting Banks consistent with §2.12(c) and the Defaulting Bank shall have no participation therein, except to the extent the Issuing Bank has entered into arrangements with the Borrower or such Defaulting Bank which are satisfactory to the Issuing Bank in its good faith determination to eliminate the Issuing Bank’s Fronting Exposure with respect to any such Defaulting Bank, including the delivery of cash collateral. The issuance of a Letter of Credit pursuant to this §2.9(a) shall be deemed to reduce the aggregate of the unborrowed Revolving Credit Commitments of the Revolving Credit Banks then in effect by an amount equal to the undrawn face amount of such Borrower Letter of Credit as set forth herein. In no event shall not exceed any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under a Letter of Credit. Each Revolving Credit Bank severally agrees to participate in each such Letter of Credit issued by the Maximum Availability Issuing Bank in an amount equal to its Revolving Credit Commitment Percentage of such Borrower and (iii) the aggregate total amount of the Letter of Credit Liabilities requested by the Borrower; provided, however, that no Revolving Credit Bank shall be required to participate in any Letter of Credit to the extent that its participation therein plus (x) such Revolving Credit Bank’s participation in the aggregate of all other Letters of Credit and Swing Line Loans Outstanding, and (y) such Revolving Credit Bank’s Revolving Credit Commitment Percentage of the amount of any Revolving Credit Loans and Swing Line Loans Outstanding (including any amounts drawn under any Letters of Credit and not yet reimbursed by the Borrower), would exceed $1,000,000,000an amount equal to such Revolving Credit Bank’s Revolving Credit Commitment as then in effect. Upon Each Revolving Credit Bank agrees with the date Agent that it will participate in each Letter of issuance Credit issued by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if extent required by the scheduled Commitment Termination Date of a Bank falls prior preceding sentence. No Revolving Credit Bank’s obligation to the expiry date of participate in a Letter of Credit then outstanding and the Commitments of the shall be affected by any other Banks are extended on such date in accordance with Section 2.01(c), such Revolving Credit Bank’s participation failure to participate in such the same or any other Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Credit. The Existing Letters of Credit shall remain at upon the level existing prior Closing Date be deemed to the proposed extension, regardless of whether the expiry of any such Letters be a Letter of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sounder this Agreement.

Letters of Credit. (a) Subject to The Letter of Credit Facility. Borrower may request Issuing Bank, on the terms and conditions hereofhereinafter set forth, each to issue, and Issuing Bank agrees to issue shall, if so requested, issue, letters of credit (the "Letters of Credit hereunder Credit", including the Existing Letters of Credit) for the account of Borrower or any other Company from time to time before its Commitment on any Business Day from the date of the initial Borrowing until the Termination Date upon in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed at any time outstanding the request lesser of (i) $20,000,000 (the "Letter of Credit Facility") and (ii) the sum of (A) the Total Commitment minus (B) the aggregate principal amount of Revolving Credit Loans then outstanding, minus (C) the aggregate principal amount of Swing Line Loans outstanding. If any Letter of Credit is issued for the account of any Company other than Borrower; provided that, immediately Borrower and such other Company shall be jointly and severally liable for all obligations in respect of such Letter of Credit and all references to Borrower which relate to obligations or provisions with respect to any such Letter of Credit shall also mean and refer to such other Company. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the earlier of (i) the Termination Date or (ii) two years after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit is issued(or as of the Agreement Date, with respect to the Existing Letters of Credit), Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of Borrower under this Agreement in respect thereof in an amount equal to the product of (ix) such Lender's Specified Percentage times (y) the Utilization shall not exceed the aggregate maximum amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans available to any Borrower plus the aggregate amount of be drawn under such Letter of Credit Liabilities for (assuming compliance with all conditions to drawing). Within the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount limits of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each BankFacility, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears subject to the aggregate Commitments; provided that (i) if limits referred to above, Borrower may request the scheduled Commitment Termination Date issuance of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at under this Section 2.13(a), repay any Revolving Credit Loans resulting from drawings thereunder pursuant to Section 2.13(c) and request the level existing prior to the proposed extension, regardless issuance of whether the expiry of any such additional Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sounder this Section 2.13(a).

Letters of Credit. (a) Subject Upon the Borrowers' application from time to time by use of BOK's standard form Letter of Credit Application Agreement and subject to the terms and conditions hereofprovisions therein and herein set forth, each Issuing Bank BOK agrees to issue Letters standby letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account credit on behalf of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount one or more of the CommitmentsBorrowers under the Credit Loan, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if any letters of credit issued on behalf of or on the scheduled Commitment Termination Date account of a Bank falls prior one or more of the Borrowers with an 9 expiry date later than the Conversion Date, will, at the Banks' sole option, be fully secured and collateralized by cash or cash equivalent acceptable to the expiry date Banks in their sole discretion and held thereby from and after maturity, until expiration or cancellation of a such letter(s) of credit or payment of all draws thereon on demand of the Banks, (ii) no letter of credit will be issued on behalf of or for the account of the Borrowers if at the time of issuance of such requested Letter of Credit then the outstanding amount of the unpaid Credit Loan (including the aggregate outstanding and unfunded amount of unexpired letters of credit then existing) would exceed the Commitments lesser of the other (i) then applicable Commitment Amount or (ii) the Loan Value, and (iii) in no event shall the aggregate amount of such out standing letters of credit exceed $20,000,000. If any letter of credit is drawn upon at any time, each amount drawn, whether a full or partial draw thereon, shall be paid by wire transfer and reflected by the Banks are extended as an advance on the Notes, based on the Banks' Pro Rata Share, effective as of the date the sight draft is honored and such date in accordance with Section 2.01(c)letter of credit shall be canceled immediately, or partially reduced, as may be appropriate, upon such Bank’s participation wire transfer. In consideration of BOK's agreement to issue letters of credit hereunder, the Borrowers agree to pay to the Agent letter of credit fees equal to two percent (2%) per annum on the face amount of each letter of credit plus normal processing fees, which such fees shall be paid to the Agent at the time of issuance of each applicable letter of credit by an automatic debit in such amount to the General Account (the "Letter of Credit Fees"). All letters of credit issued by BOK pursuant to this Agreement shall terminate on its Commitment Termination Datespecify the volume, source and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect delivery period pertaining to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sotransaction.

Letters of Credit. (a) Subject (i) With respect to the terms and conditions hereof, each Issuing Bank agrees to issue all Letters of Credit hereunder from time with respect to time before its Commitment Termination Date upon the request and which presentment for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization honor shall not exceed have occurred at the aggregate amount time of the Commitmentsan acceleration pursuant to Section 11.2.1, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that of a repayment under Section 2.4.2 and (iii) in the Commitments event there is any Fronting Exposure (after giving effect to Section 4.11.1(d) and any cash collateral provided by any Defaulting Lender), require the relevant Borrower at such time to deposit or cause to be deposited in a cash collateral account opened by the Administrative Agent (the “Cash Collateral Account”) an amount equal to the Dollar Equivalent of the other Banks are not extended in accordance with Section 2.01(c), aggregate then such Bank’s participation in all Letters undrawn and unexpired amount of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond (or in the amount required under Section 2.4.2 or such Bank’s Commitment Termination DateFronting Exposure). In the case of any such Letter of Credit denominated in Euros, Sterling or any Optional Currency, the Dollar Equivalent of the amount deposited in respect of such Letter of Credit shall be calculated at the end of each calendar month in accordance with the last sentence of Section 3.2. In the event that the Dollar Equivalent of such amount at the time of any such calculation exceeds the amount deposited in such Cash Collateral Account with respect to such Letter of Credit, the Parent Borrower agrees to promptly deposit or cause to be deposited into such Cash Collateral Account an amount equal to such excess. If at any time the Administrative Agent reasonably determines that cash collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such cash collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the relevant Borrower will, promptly, and in any event within three Business Days after demand by the Administrative Agent, pay or provide to the extent necessary Administrative Agent additional cash collateral in an amount sufficient to permit redetermination eliminate such deficiency. Amounts held in such Cash Collateral Account shall be applied by the Administrative Agent to the payment of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedSwingline Loans, the Borrowers shall prepay on drafts drawn under such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and the unused portion thereof, if any, remaining after all such redetermination and termination of participations in outstanding Letters of Credit shall have expired or been fully drawn upon shall be conditioned upon their having done soapplied to repay any other unpaid Obligations. After all such Letters of Credit shall have expired or been fully drawn upon, the applicable Fronting Exposure shall have been eliminated, the Reimbursement Obligations shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such Cash Collateral Account shall be promptly returned to the relevant Borrower. If any Borrower is required to provide cash collateral pursuant to Section 2.4.2, such amount, to the extent not applied as aforesaid, shall be promptly returned to the relevant Borrower on demand, provided that after giving effect to such return (a) no repayment is required under Sections 2.4.2(a) or 2.4.2(b) and (b) no Default or Event of Default shall have occurred and be continuing at such time.

Letters of Credit. (a) Subject to the terms and conditions hereofBank, each Issuing Bank agrees to at its sole discretion, may issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided thatBorrower merchandise and standby letters of credit in form and content satisfactory to Bank, immediately after each Letter at its sole discretion, with a term not to exceed the earlier to occur of Credit is issued(a) one hundred twenty (120) days (for merchandise letters of credit), (b) twelve (12) months (for standby letters of credit), or (c) the last day of the Contract Period. Notwithstanding the foregoing, at no time shall the (i) the Utilization shall not exceed the aggregate face amount of all outstanding letters of credit issued under the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not Line exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former BankSublimit; and (ii) principal balance of the Line, plus the aggregate face amount of all outstanding letters of credit issued under the Line, exceed the lesser of the (A) Borrowing Base Amount or (B) Maximum Line Amount. In addition, no letter of credit issued under this Agreement shall have any “evergreen” or other automatic renewal provisions. Borrowers will execute a letter of credit application and letter of credit agreement, and such other documents as may be required by Bank in connection with the issuance of letters of credit hereunder. The outstanding face amount of all letters of credit issued by Bank pursuant hereto will reduce Borrowers’ ability to borrow under the Line as if such face amount were a Line Advance. In the event that Bank pays any sums due pursuant to such letters of credit for any reason, such payment shall be deemed to be a Line Advance under the Line repayable by Borrowers pursuant to the terms hereof. In the event that the Commitments of the other Banks are not extended in accordance Line is terminated for any reason or demand is made thereunder, Borrowers will deposit with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior Bank an amount equal to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause one hundred five percent (i105%) of the foregoing proviso within face amount of all letters of credit then outstanding which have been issued hereunder, plus all fees related thereto or to accrue thereunder. Such funds will be held by Bank as cash collateral to secure the limits Bank Indebtedness. Borrowers hereby assume all risks of the Commitments which are not terminatedacts or omissions of Bank and any beneficiary of any letter of credit issued by Bank. Without limiting the generality of the foregoing, Borrowers hereby indemnify and hold harmless Bank and any Affiliate, shareholder, officer, director, official, agent, employee and attorney of Bank and any of their respective heirs, executors, administrators, successors and assigns (collectively, for this paragraph, the “Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever by reason of or in connection with the execution and delivery or transfer of, or payment or failure to pay under, any letter of credit issued by Bank or any Indemnitee entering into any transaction described herein provided, however, the Borrowers shall prepay on not be required to indemnify any Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soIndemnitee.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank agrees in addition to issue Letters of Credit hereunder from time to time before its Commitment Termination Date the Revolving Loans, the Revolving Loan Commitments may be utilized upon the request of Borrower and subject to the Administrative Agent's approval of each application therefor, for the account of issuance (or, with respect to any Borrower; provided that, immediately after each previously issued Letter of Credit is issuedCredit, (i) the Utilization shall not exceed the aggregate amount extension of the Commitments, (iiexpiration thereof) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank (or, if more than one Lender agrees to be an Issuing Bank, the Issuing Bank designated by Borrower) of letters of credit (each a "Letter of Credit") to a maximum amount outstanding at any time of $15,000,000; provided, however, that, after giving effect to any issuance or extension of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, aggregate principal amount of all outstanding Revolving Loans and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at not exceed the level existing prior Maximum Revolving Loan Balance. LaSalle agrees to be an Issuing Bank and any other Lender may hereto agree to become an Issuing Bank by written notice to the proposed extension, regardless Administrative Agent. Each Lender severally and not jointly agrees to purchase participations from the Issuing Bank in letters of whether credit issued by the expiry of Issuing Bank in an aggregate amount not to exceed at any such Letters time outstanding the amount set forth opposite the Lender's name in Schedule I under the heading "Letter of Credit extends beyond Commitment" (such Bank’s Commitment Termination Date. If and amount as the same may be reduced from time to time pursuant to subsection 2.7(b) hereof or as a result of one or more assignments pursuant to Section 10.8, the extent necessary to permit redetermination of the participations in Letters Lender's "Letter of Credit pursuant to clause (i) of Commitment"). In determining the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation amount of outstanding Letters of Credit, and such redetermination and termination the maximum amount then undrawn under each Letter of participations in outstanding Letters Credit plus any drawings which have not been reimbursed to the Issuing Bank will be considered outstanding. Each Letter of Credit shall expire not later than the Termination Date in effect at the time of issuance or extension. For each requested Letter of Credit, the Borrower shall give the Administrative Agent and the Issuing Bank not less than five (5) Business Days' prior written notice by delivery to the Administrative Agent and the Issuing Bank of a duly completed and executed application for such Letter of Credit in the form attached hereto as Exhibit G (each, a "Standby Letter of Credit Agreement"), which the Administrative Agent or the Issuing Bank may accept or reject in their sole discretion. The Borrower shall be conditioned irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse the Issuing Bank and the Administrative Agent for any amounts paid by the Issuing Bank or Administrative Agent under any Letter of Credit. The Borrower hereby authorizes and directs the Lenders, at the Administrative Agent's option, to make a Revolving Loan in the amount of any payment made by the Issuing Bank with respect to any Letter of Credit. All amounts paid by the Administrative Agent to the Issuing Bank with respect to any Letter of Credit that are not immediately repaid by Borrower with the proceeds of a Revolving Loan or otherwise shall bear interest at the interest rate then applicable to Revolving Loans, calculated using the interest rate then in effect. Each Lender agrees to fund its pro rata share of any Revolving Loan made pursuant to this subsection 2.1(b) and, if no such Revolving Loans are made, each Lender agrees to purchase, and shall be deemed to have purchased, a participation in all of the reimbursement obligation and other rights with respect to such Letter of Credit in an amount equal to its ratable share of such Letter of Credit based upon their having done so.the Letter of Credit Commitments then in effect and each Lender agrees to pay to the Administrative Agent or the Issuing Bank, as applicable, such share of any payments made by the Administrative Agent or the Issuing Bank, as applicable, under such Letter of Credit notwithstanding any challenge by the Borrower to its obligation to reimburse any payments under such Letter of Credit; provided, however, that each Lender shall be relieved of its obligations in this sentence, if, and only if, and only to the extent a court of competent jurisdiction has declared in a final, non-appealable judgment that Borrower is relieved of its obligation to repay such Revolving Loan or to reimburse the Issuing Bank for payments made under the applicable Letter of Credit because of the Issuing Bank's gross negligence or willful misconduct. The obligations of each Lender under the preceding two (2) sentences shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 4.2 hereof. If any Lender fails to make available to the Administrative Agent or the Issuing Bank, as applicable, the amount of such Lender's share of any payments made by the Administrative Agent or the Issuing Bank, as applicable, in respect of any Letter of Credit as provided in this subsection 2. l(b), the Administrative Agent or the Issuing Bank, as applicable, shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the period in question. The parties hereto acknowledge and agree that on September 25, 1997, LaSalle National Bank issued a letter of credit to Borrower in the amount of $5,000,000.00 subject to customary terms and conditions (the "LaSalle L/C") and that, notwithstanding anything to the contrary in this Agreement, on and as of the date this Agreement becomes effective pursuant to the provisions of Section 4.3 hereof, the LaSalle L/C shall become subject to this Agreement and be deemed to be a Letter of Credit issued by LaSalle National Bank as Issuing Bank hereunder subject to the terms and conditions described in the form of Letter of Credit application attached hereto as Exhibit G.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank the Agent, on behalf of the Lenders, agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of the Borrowers during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Termination Date one or more letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount; provided, that in the event that the Agent’s ratings assigned by a Rating Agency are below a contractual threshold binding on the Borrowers or any Subsidiary, then a Lender meeting or exceeding such threshold may, upon the request of the Borrower; provided that, immediately after each issue a Letter of Credit is issued, (i) requested by a Borrower and such Lender shall be entitled to the Utilization shall not exceed the aggregate amount various benefits of the Commitments, (ii) the aggregate outstanding principal amount Agent under this Agreement as issuer of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and each other Lender shall have the related obligations set forth herein to such Lender with respect to such Letter of Credit Liabilities in Credit. For the proportion its Commitment bears purposes of this Agreement, the Existing LC shall be deemed issued pursuant to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date terms of a Bank falls prior to the expiry date of this Agreement and shall be considered a Letter of Credit then outstanding and under this Agreement, KeyBank shall be entitled to the Commitments various benefits of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations Agent under this Agreement as issuer of the other Banks therein Existing LC and each Lender shall be redetermined pro rata in proportion have the obligations set forth herein to their Commitments after giving effect KeyBank with respect to the termination of the Commitment of such former Bank; Existing LC. The Borrowers acknowledge and (ii) in the event agree that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination there shall be any extension of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedExisting LC, the Borrowers shall prepay on such date all or utilize commercially reasonable efforts to arrange for the issuance of a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters new Letter of Credit shall be conditioned upon their having done soby the Agent pursuant to the terms hereof in replacement for the Existing LC.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank the Agent, on behalf of the Lenders, agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of the Borrowers during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Termination Date one or more letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount; provided, that in the event that the Agent’s ratings assigned by a Rating Agency are below a contractual threshold binding on the Borrowers or any Subsidiary, then a Lender meeting or exceeding such threshold may, upon the request of the Borrower; provided that, immediately after each issue a Letter of Credit is issued, (i) requested by a Borrower and such Lender shall be entitled to the Utilization shall not exceed the aggregate amount various benefits of the Commitments, (ii) the aggregate outstanding principal amount Agent under this Agreement as issuer of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and each other Lender shall have the related obligations set forth herein to such Lender with respect to such Letter of Credit Liabilities in Credit. For the proportion its Commitment bears purposes of this Agreement, the Existing LC shall be deemed issued pursuant to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date terms of a Bank falls prior to the expiry date of this Agreement and shall be considered a Letter of Credit then outstanding under this Agreement, Xxxxx Fargo Bank, National Association and KeyBank shall be entitled to the Commitments various benefits of the other Banks are extended on such date in accordance Agent under this Agreement as issuer of an Existing LC and each Lender shall have the obligations set forth herein to Xxxxx Fargo Bank, National Association and KeyBank with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect respect to the termination of the Commitment of such former Bank; Existing LC. The Borrowers acknowledge and (ii) in the event agree that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination there shall be any extension of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedExisting LC, the Borrowers shall prepay on such date all or utilize commercially reasonable efforts to arrange for the issuance of a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters new Letter of Credit shall be conditioned upon their having done soby the Agent pursuant to the terms hereof in replacement for the Existing LC.

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, the Borrower may request the Issuing Bank, at any time and from time to time after the date hereof and prior to the Termination Date, to issue, and subject to the terms and conditions hereofcontained herein, each the Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any Borrowerthe Borrower one or more Letters of Credit; provided that, immediately after each that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall not exceed the aggregate amount Letter of the CommitmentsCredit Sublimit, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not Extensions would exceed the Maximum Availability of such Borrower and Loan Cap, or (iii) the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Commitment Percentage of the outstanding amount of all Letter of Credit Liabilities Outstandings, plus such Lender’s Commitment Percentage of the outstanding amount of all Swingline Loans would exceed such Lender’s Commitment; and provided, further, that no Letter of Credit shall not exceed $1,000,000,000. Upon the date of issuance by be issued if (A) the Issuing Bank shall have received notice from the Administrative Agent or the Required Lenders that the conditions to such issuance have not been met or (B) there exists a Deteriorating and/or Delinquent Lender, unless (i) such Lender’s participation with respect to such Letter of Credit is reallocated pursuant to Section 8.12, or (ii) the Issuing Bank has otherwise entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in such Letter of Credit of such Lender, which arrangements may include the Borrower cash collateralizing such Defaulting Lender’s participation with respect to such Letter of Credit in accordance with Section 8.12; and provided further that the Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (X) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it, or (Y) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally. By submitting a request to the Issuing Bank for the issuance of a Letter of Credit, the Borrower shall be deemed to have requested that the Issuing Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be deemedirrevocable and shall be made in writing pursuant to a Letter of Credit Application by a an authorized officer of the Borrower and delivered to the Issuing Bank and the Administrative Agent via telefacsimile or other electronic method of transmission reasonably acceptable to the Issuing Bank not later than 11:00 a.m. at least two Business Days (or such other date and time as the Administrative Agent and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the requested date of issuance, without further action amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by any party heretosuch Issuer Documents as the Administrative Agent or the Issuing Bank may request or require, to have sold to each Bank, the extent that such requests or requirements are consistent with the Issuer Documents that the Issuing Bank generally requests for Letters of Credit in similar circumstances. The Administrative Agent’s records of the content of any such request will be conclusive. The Borrower and each the Credit Parties hereby acknowledge and agree that all Existing Letters of Credit shall constitute Letters of Credit under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Bank at the request of the Borrower on the Effective Date. Each Letter of Credit shall be deemed, without further action by any party hereto, in form and substance reasonably acceptable to have purchased from the Issuing Bank, a participation in such Letter of Credit and including the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event requirement that the Commitments of the other Banks are not extended amounts payable thereunder must be payable in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soDollars.

Letters of Credit. (a) Subject to KeyBank shall, upon the terms and conditions hereofof this Agreement, each Issuing Bank agrees and upon such other terms and conditions as may, from time to time, be acceptable to KeyBank as being consistent with the terms and conditions customary for letters of credit issued by KeyBank and appropriate for the Borrower, issue Letters of Credit hereunder for the account of the Borrower from time to time before its Commitment on any Business Day during the period from the date of this Agreement to the Termination Date upon and expiring, in any event, no later than the request and for Termination Date; provided, however, that the account aggregate undrawn face amount of letters of credit issued by KeyBank shall not at any Borrower; provided that, immediately after each time exceed the lesser of: (i) Twenty Million Dollars ($20,000,000) minus the aggregate Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, Face Amount then outstanding or (ii) the aggregate outstanding principal amount Revolving Credit Commitments minus the sum of Loans to any Borrower plus the aggregate amount of outstanding Revolving Credit Advances minus the aggregate outstanding Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) Face Amount minus the aggregate amount of outstanding Swingline Loans. In the event KeyBank determines that it shall issue a Letter of Credit Liabilities (other than the Special Note Letter of Credit), each such Letter of Credit shall be for an amount and a term not in excess of one year (but, at the request of the Borrower and in the sole discretion of KeyBank which such discretion shall not exceed $1,000,000,000be unreasonably exercised, renewable yearly until the Termination Date), and shall be subject to such other terms and conditions, as may be acceptable to KeyBank in its sole discretion which such discretion shall not be unreasonably exercised. Upon All letters of credit issued by KeyBank shall be in the date form of KeyBank's standard letter of credit and reimbursement agreement form. The Special Note Letter of Credit shall be issued upon the terms and conditions set forth in Section 2.02(f) hereof. Immediately upon the issuance by the Issuing Bank of a each Letter of Credit, the Issuing Bank KeyBank shall be deemed, without further action by any party hereto, to have sold sell and transfer to each Bank, and each Bank shall be deemedbuy and receive, in each case without any further action by on the part of any party heretoparty, an undivided interest and participation to have purchased from the Issuing extent of such Bank, a participation 's Pro Rata Share in such and to each Letter of Credit and the related obligations of the Borrower in respect of each Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sounder this Agreement.

Letters of Credit. (a) Subject During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Revolving Lenders pursuant to subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary Loan Party (which may be for the benefit of any Subsidiary or Associated Practice) (as specified by the Borrower in the request for such Letter of Credit) on the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitmentshereinafter set forth; provided that (i) if each Letter of Credit shall expire on the scheduled Commitment Termination Date earlier of a Bank falls (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the expiry Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount to be mutually agreed between the Borrower and the applicable Issuing Bank; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Revolving Lenders would exceed the Aggregate Revolving Commitment Amount and (iv) the Borrower shall not request, and no Issuing Bank shall have an obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (AA) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (BB) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The Borrower hereby acknowledges and agrees that the Existing Letters of Credit are deemed to be issued by the applicable Issuing Bank, as an Issuing Bank hereunder, for the account of the Borrower. Each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lendxx’x Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion deemed to their Commitments after giving effect utilize the Revolving Commitment of each Revolving Lender by an amount equal to the termination of the Commitment amount of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Dateparticipation. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.66

Letters of Credit. (a) Subject to The Borrower may request the terms and conditions hereof, each Issuing Bank agrees to issue issuance of (i) Letters of Credit hereunder in dollars, in form and substance reasonably acceptable to the Administrative Agent and the Issuing Bank, for the account of the Borrowers, at any time and from time to time before its during the Letter of Credit Availability Period; provided, that, any such Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any Letter of Credit shall be deemed a representation and warranty of the Borrowers that, immediately following the issuance of such Letter of Credit, (A) the aggregate Dollar Amount of Letter of Credit Exposure resulting from Letters of Credit (other than Bank One Foreign Currency Letters of Credit) does not exceed $75,000,000, and (B) the Aggregate Outstanding Credit Exposure does not exceed the Net Aggregate Commitment Termination Date upon at such time, (ii) Other Foreign Currency Letters of Credit, in form and substance reasonably acceptable to the request Administrative Agent and the Issuing Bank for the account of the Borrowers, at any Borrowertime and from time to time during the Letter of Credit Availability Period; provided provided, that, any such Other Foreign Currency Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any such Other Foreign Currency Letter of Credit shall be deemed a representation and warranty of the Borrowers that, immediately after each following the issuance of such Other Foreign Currency Letter of Credit is issued(A) the aggregate Dollar Amount of aggregate Letter of Credit Exposure resulting from Letters of Credit (other than Bank One Foreign Currency Letters of Credit) does not exceed $75,000,000 and (B) the Aggregate Outstanding Credit Exposure does not exceed the Net Aggregate Commitment at such time, and (iii) Bank One Foreign Currency Letters of Credit, in form and substance reasonably acceptable to the Administrative Agent and Bank One, for the account of the Borrowers, at any time and from time to time during the Letter of Credit Availability Period; provided, that, any such Bank One Foreign Currency Letter of Credit shall be issued only if, and each request by the Borrower for the issuance of any such Bank One Foreign Currency Letter of Credit shall be deemed a representation and warranty of the Borrowers that, immediately following the issuance of such Bank One Foreign Currency Letter of Credit, (iA) the Utilization shall aggregate Dollar Amount of Foreign Currency Letter of Credit Exposure resulting from the Bank One Foreign Currency Letters of Credit does not exceed $50,000,000 and (B) the Aggregate Outstanding Credit Exposure does not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans Net Aggregate Commitment at such time. In no event shall an Issuing Bank be obligated to issue any Borrower plus the aggregate amount of Letter of Credit Liabilities for if after giving effect thereto, the account of such Borrower shall not Aggregate Outstanding Credit Exposure would exceed the Maximum Availability Net Aggregate Commitment. For purposes hereof, the "issuance" of such Borrower and (iii) the aggregate amount of the a Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon includes the date of issuance by the Issuing Bank amendment, renewal or extension of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (a) Subject Relying on the representations and warranties set forth in this Agreement, and subject to the such terms and conditions hereofas the Bank may from time to time require (including without limitation, each Issuing the execution and delivery by the Borrower of the Bank's standard form of the letter of credit application in such form as shall be acceptable to the Bank), the Bank agrees to issue Letters letters of Credit hereunder from time credit (in such form as shall be acceptable to time before its Commitment Termination Date upon the request and Bank) for the account of Borrower and for the benefit of customers or suppliers of Borrower in an aggregate face or stated amount at any Borrowertime outstanding not exceeding the Borrowing Availability; provided thatprovided, immediately after each Letter however, that the aggregate face or stated amount of Letters of Credit is issuedat any time outstanding (less any draws under the Letters of Credit which have been reimbursed by the Borrower), (i) plus the Utilization aggregate principal amount of all Loans made or extended pursuant to this Agreement at any time outstanding shall not exceed the Borrowing Availability. On the date when the Loans shall be due and payable (by demand or otherwise), the Borrowing Availability shall be automatically reduced to zero, provided, however, that Bank shall have the right, in its sole discretion, to require collateral and related documentation from Borrower to secure the aggregate face or stated amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, which collateral and such redetermination and termination related documentation may take the form of participations in either i) cash collateral equal the aggregate face or stated amount of the then outstanding Letters of Credit; or, ii) upon mutual agreement of Bank and Borrower, either y) a new loan, adequately secured as determined by Bank, in Bank's sole discretion, or z) the Line of Credit Loan may be permitted to continue, with the same collateral, with the Borrowing Availability limited to an amount equal to the aggregate face or stated amount of Letters of Credit at that time outstanding (less any draws under the Letters of Credit which have been reimbursed by the Borrower) to be utilized by the Bank for any draws under such Letters of Credit for so long as and to the extent such Letters of Credit remaining outstanding. In the event the Bank elects to continue the Line of Credit Loan to secure the outstanding Letters of Credit, the Borrower shall not be conditioned upon their having done sopermitted to obtain or receive any additional advances under this Agreement except only to the extent advances are made by the Bank for any draws under such Letters of Credit.

Letters of Credit. (a) Subject Issuance of Conventional Letters of Credit. Issuing Bank may from ------------------------------------------ time to time, upon three (3) days prior irrevocable notice to the terms and conditions hereofAdministrative Agent, each Issuing Bank agrees to issue issue, extend or renew Conventional Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount one or more of the CommitmentsBorrowers, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of upon such Borrower shall not exceed the Maximum Availability of such Borrower terms and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the conditions as Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitmentsmay then require; provided that (i) if the scheduled Commitment Termination Date aggregate Conventional LOC Obligations shall -------- at no time exceed the LOC Committed Amount, and (ii) the sum of a Bank falls prior to (A) the expiry date aggregate principal amount of a Letter Revolver Loans outstanding, plus (B) the aggregate ---- principal amount of Credit then outstanding Swingline Loans outstanding, plus (C) the aggregate ---- Conventional LOC Obligations, shall at no time exceed the lesser of (I) $70,000,000, and (II) the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Borrowing Base. No Conventional Letter of Credit shall terminate on its Commitment have (x) an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, an expiry date extending beyond the Revolver Facility Termination Date. The joint and several reimbursement obligations of Borrowers under any Conventional Letters of Credit are to be Obligations hereunder, and the participations coming due of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters any reimbursement obligation under any Conventional Letter of Credit shall remain at be deemed to be a request for a Revolver Loan in the level existing prior amount of such Obligation. Borrowers jointly and severally are to pay to Issuing Bank for its own account the proposed extensionLOC Facing Fee, regardless if any, payable quarterly in arrears on the last Business Day of whether each calender quarter after the expiry Closing Date based on the average daily undrawn amount of any such Letters each Letter of Credit extends beyond such Bank’s Commitment Termination issued on or after the Closing Date. If and an Event of Default occurs or exists, Borrowers, on demand, are to deliver to the extent necessary Administrative Agent good funds equal to permit redetermination 100% of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date maximum liability under all or a portion of the outstanding Loans and/or secure cancellation of outstanding Conventional Letters of Credit, which funds are to be deposited in a separate, blocked account (the "Cash Collateral Account") maintained by Borrowers with the Administrative Agent and such redetermination are to be held in the Cash Collateral Account for the benefit of the Lenders as cash collateral for the Borrowers' joint and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soseveral reimbursement obligations and the other Obligations.

Letters of Credit. (a) Subject If any Event of Default shall occur and be continuing, on the Business Day on which the Borrower receives notice from the Collateral Agent demanding the deposit of cash collateral pursuant to this paragraph, the terms and conditions hereof, each Issuing Bank Borrower agrees to issue Letters of Credit hereunder from time deposit into the LX Xxxx Collateral Account, an amount in Dollars in cash equal to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount 105% of the Letter of Credit Liabilities Exposure for all Lenders; provided that the obligation to deposit such amount will become effective immediately, and such deposit will become immediately due and payable, without demand or other notice of any kind, upon the occurrence of the Acceleration Date. Each such deposit pursuant to this paragraph shall not exceed $1,000,000,000be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower with respect to Letters of Credit under Section 2.03. Upon The Collateral Agent shall have exclusive dominion and control, including the date exclusive right of issuance withdrawal, over such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the Issuing Bank for LC Disbursements made by it with respect to Letters of a Letter of Credit, Credit for which the Issuing Bank has not been reimbursed pursuant to Section 2.03 and, to the extent not so applied, shall be deemedheld to satisfy drawings under Letters of Credit as they occur. If the Borrower is required to deposit an amount in the LX Xxxx Collateral Account as a result of the occurrence of an Event of Default (and the Acceleration Date shall not have occurred), without further action by any party hereto, such amount (to have sold to each Bank, and each Bank the extent not applied as aforesaid) shall be deemed, without further action by returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If at any party hereto, to have purchased from time either (x) the Issuing Bank, a participation amount of cash held in such the LX Xxxx Collateral Account exceeds 105% of the Letter of Credit and the related Letter of Credit Liabilities Exposure for all Lenders or (y) any cash remains on deposit in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments LX Xxxx Collateral Account after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit have either been fully drawn or expired, then such excess or remaining amount shall remain at be (A) if the level existing prior Acceleration Date shall have occurred or Event of Default shall be continuing, applied to the proposed extensionother Obligations, regardless of whether if any, in the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If order set forth in Section 7.06 above and (B) otherwise, returned to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soBorrower.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each the Issuing Bank agrees to issue irrevocable Stand-By Letters of Credit hereunder and Documentary Letters of Credit (collectively, the "Letters of Credit") for the account of either Borrower as account party from time to time before its Commitment until the Loan Termination Date upon in an aggregate amount at any one time not to exceed the request and for lesser of (A) the account of any Borrower; provided that, immediately after each Letter Letters of Credit is issued, Maximum or (iB) the Utilization shall not exceed excess of the Loan Commitment then in effect over the sum of (1) the aggregate principal amount of the Commitmentsthen outstanding Loans, (ii2) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower Outstanding LC Amounts and (iii3) the aggregate amount of any unreimbursed drawings under the Letters of Credit which have not been funded by Loans. The issuance of any Letter of Credit Liabilities in accordance with the provisions of this Section III shall not exceed $1,000,000,000be given effect in the calculation of and thereby reduce the remaining Loan Commitment available for Loans, with each Bank's Share of the Commitment available for Loans being reduced by such Bank's LC Share of such Letter of Credit due to the participation in such Letters of Credit provided for below, and shall require the satisfaction of the conditions herein as if such issuance were the making of a Loan. Upon Immediately upon the issuance of each Letter of Credit, each Bank hereby agrees to irrevocably purchase, and shall be deemed to have irrevocably purchased, from the Issuing Bank a participation in such Letter of Credit and drawing thereunder in an amount equal to such Bank's LC Share determined on the maximum amount which is or at any time may become available to be drawn thereunder (the "LC Amount"). Further, and consistent therewith, as of the date hereof each pre-existing Letter of issuance Credit then outstanding issued by the Issuing Bank and listed on Schedule 3.01 (the "Pre-Existing Letters of Credit") shall become and thereafter be deemed a Letter of Credit issued hereunder with each Bank hereby agreeing to irrevocably purchase, and being deemed to have irrevocably purchased, from the Issuing Bank a participation in each such Letter of Credit and drawing thereunder in an amount equal to such Bank's LC Share (it being understood that the Issuing Bank under the Pre-Existing Letters of Credit will share with the other Bank on a reasonable basis determined by such Issuing Bank the commissions previously received by the Issuing Bank upon issuance of thePre-Existing Letters of Credit). In determining whether to pay under a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, responsible only to have sold determine that the documents and certificates required to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit. Each Letter of Credit may provide that the Issuing Bank may (but shall not be required to) pay the beneficiary thereof upon the occurrence of an Event of Default and the acceleration of the maturity of the Loans or, if payment is not then due to the beneficiary, provide for the deposit of funds in an account to secure payment to the beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit if conditions to such payment are satisfied or returned to the Issuing Bank for distribution to the Banks (or, if all obligations of the Borrowers under this Agreement and the Notes shall have been indefeasibly paid in full, to the Borrowers) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by the Issuing Bank as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by the Issuing Bank under the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each Issuing Bank and in reliance upon the representations, warranties and covenants of the Borrowers made herein, the Administrative Agent agrees to issue issue, under the joint responsibilities of the Banks, to the extent permitted by law and the Uniform Customs and Practices of the International Chamber of Commerce governing Letters of Credit hereunder from time to time before its Commitment Termination Date upon (Publication No. 500 or any successor thereto), one or more Letters of Credit on the request application and for the account of any Borrower, during the period from the date hereof to the Revolving Credit Maturity Date; provided that, immediately after each Letter PROVIDED that the Stated Amount of Letters of Credit is issuedoutstanding at any time, (i) the Utilization shall not exceed PLUS the aggregate amount of all unreimbursed draws under such outstanding Letters of Credit, shall not at any time (i) exceed $2,500,000 in the Commitments, aggregate or (ii) when added to the aggregate outstanding principal amount of debit balance in the Loan Account relating to Revolving Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of at such Borrower shall not time, exceed the Maximum Availability lesser of such Borrower and (iiix) the aggregate amount Revolving Credit Commitments of all the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon Banks or (y) the date of Borrowing Base; and PROVIDED, FURTHER that at the time the Borrowers request the issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and after giving effect to the issuance thereof, there has not occurred and is not continuing a Default or an Event of Default. It is understood and agreed by the parties hereto that amounts drawn under such Letters of Credit shall become immediately due and payable by the Borrowers to the Administrative Agent, for the ratable accounts of the Agent and the Commitments Banks, and shall bear interest at the rate then applicable to Revolving Loans that are Eurodollar Loans, and, if not paid forthwith, shall, to the extent there is availability under the Borrowing Base, be added to the Loan Account as Revolving Loans and shall be immediately due and payable upon the maturity of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in Revolving Credit Notes. The issuance of any such Letter of Credit shall terminate on its Commitment Termination Date, and result in a reduction of availability under the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended Borrowing Base in accordance with Section 2.01(c)2.1. In addition, then such Bank’s participation in all Letters of Credit shall remain at shall, unless the level existing prior Agent and the Banks otherwise agree in writing, have a stated expiration date not to exceed one year and shall, in any event, expire not later than the proposed extension, regardless of whether the expiry of any such Letters of Revolving Credit extends beyond such Bank’s Commitment Termination Maturity Date. If and In order to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on evidence such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, the Borrower shall enter into, with the Agent (including the Administrative Agent) and the Banks, such redetermination agreements and termination execute such instruments and documents as the Agent (including the Administrative Agent) and the Banks require, including, but not limited to, a letter of participations in outstanding Letters of Credit shall be conditioned upon their having done socredit application and agreement.

Letters of Credit. (a) Subject to the terms and conditions hereofset forth herein, (i) each Issuing Bank agrees agrees, in reliance upon the agreements of the Lenders set forth in this §3, (A) from time to time on any Business Day during the period from the Closing Date until the day that is ten (10) days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and denominated in Dollars or in one or more Alternative Currencies for the account of any the Borrower; provided that, immediately after each Letter and to amend or extend Letters of Credit is issuedpreviously issued by it, in accordance with §3.2 below, and (iB) to honor drawings under the Utilization shall not exceed the aggregate amount Letters of the Commitments, Credit; and (ii) the aggregate outstanding principal amount of Loans Lenders severally agree to any Borrower plus the aggregate amount of Letter participate in Letters of Credit Liabilities issued for the account of such the Borrower and any drawings thereunder; provided that (w) at no time shall not exceed the Maximum Availability Drawing Amount of such Borrower and (iii) the aggregate amount all Letters of Credit outstanding exceed the Letter of Credit Liabilities Sublimit or, if less, the Total Commitment, (x) at no time shall not the sum of (1) the Dollar Equivalent of the aggregate principal amount of all Revolving Credit Loans outstanding, plus (2) the aggregate principal amount of all Swing Line Loans outstanding, plus (3) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Total Commitment then in effect, (y) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself, at no time shall the sum of the Maximum Drawing Amount of all Letters of Credit outstanding and issued by such Issuing Bank plus all Unreimbursed Amounts owing to such Issuing Bank exceed $1,000,000,00060,000,000 in the aggregate, and (z) subject to §2.6 hereof, at no time shall the sum of (I) the Dollar Equivalent of the aggregate principal amount of all Revolving Credit Loans denominated in Alternative Currencies outstanding plus (II) the aggregate Maximum Drawing Amount of all Letters of Credit denominated in Alternative Currencies and all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies exceed the Alternative Currency Sublimit. Upon the date of issuance Each request by the Issuing Bank of a Letter of Credit, Borrower for the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date issuance or amendment of a Letter of Credit then outstanding and shall be deemed to be a representation by the Commitments of Borrower that the other Banks are extended on such date issuance or amendment so requested complies with the conditions set forth in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datethe proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedconditions hereof, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Borrower’s ability to obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or will expire or that have been drawn upon their having done soand reimbursed.

Letters of Credit. As part of the Revolving Line, Bank shall issue or have issued Letters of Credit for Borrowers’ account. Such aggregate amounts utilized hereunder shall at all times reduce the amount otherwise available for Revolving Advances under the Revolving Line. The face amount of outstanding Letters of Credit (aincluding drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) Subject may not exceed [***], inclusive of Credit Extensions relating to Sections 2.1.4 and 2.1.5. The aggregate amount available to be used for the issuance of Letters of Credit may not exceed (i) the lesser of (A) the Revolving Line or (B) the Borrowing Base, minus (ii) the outstanding principal amount of any Revolving Advances (including any amounts used for Cash Management Services and the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) and minus (iii) the FX Reduction Amount. If, on the Revolving Line Maturity Date, there are any outstanding Letters of Credit, then on such date Borrowers shall provide to Agent cash collateral in an amount equal to one hundred five percent (105%) of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to said Letters of Credit. All Letters of Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions hereof, each Issuing Bank agrees of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrowers agree to issue execute any further documentation in connection with the Letters of Credit hereunder from time as Bank may reasonably request. Borrowers further agree to time before its Commitment Termination Date upon be bound by the request regulations and for interpretations of the account issuer of any Borrower; provided that, immediately after each Letters of Credit guarantied by Bank and opened for Borrowers’ account or by Bank’s interpretations of any Letter of Credit is issuedissued by Bank for Borrowers’ account, (i) the Utilization and Borrowers understand and agree that Bank shall not exceed the aggregate amount be liable for any error, negligence, or mistake, made in good faith whether of the Commitmentsomission or commission, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities following Borrowers’ instructions or those contained in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extensionor any modifications, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedamendments, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sosupplements thereto.

Letters of Credit. (a) Subject Upon the Borrowers' application from time to time by use of BOK's standard form Letter of Credit Application Agreement and subject to the terms and conditions hereofprovisions therein and herein set forth, each Issuing Bank BOK agrees to issue Letters standby letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount credit on behalf of the CommitmentsBorrowers under the Line Commitment, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if any letters of credit issued on behalf of or on the scheduled Commitment Termination Date account of a Bank falls prior Borrowers with an expiry date later than the Conversion Date, will, at the Banks' sole option, be fully secured and collateralized by cash or cash equivalent acceptable to the expiry date Banks in their sole discretion and held thereby from and after maturity, until expiration or cancellation of a such letter(s) of credit or payment of all draws thereon on demand of the Banks, (ii) no letter of credit will be issued on behalf of or for the account of the Borrowers if at the time of issuance the outstanding amount of the unpaid Line Loan (including the aggregate outstanding and unfunded amount of unexpired letters of credit then existing) under the Line Commitment as evidenced by the Notes plus the maximum amount of such Letter of Credit then outstanding being requested would exceed the Borrowing Base, and (iii) in no event shall the Commitments aggregate amount of such out-standing letters of credit exceed $20,000,000. If any letter of credit is drawn upon at any time, each amount drawn, whether a full or partial draw thereon, shall be paid by wire transfer and reflected by the Banks as an advance on the Notes, based on the Banks' Pro Rata Share, effective as of the other Banks are extended date the sight draft is honored and such letter of credit shall be canceled immediately, or partially reduced, as may be appropriate, upon such wire trans-fer. In consideration of BOK's agreement to issue letters of credit hereunder, the Borrowers agree to pay to the Agent letter of credit fees equal to two percent (2%) per annum on the face amount of each letter of credit plus normal processing fees, which such date in accordance with Section 2.01(c), such Bank’s participation fees shall be paid to the Agent at the time of issuance of each applicable letter of credit by an automatic debit in such amount to the General Account (the "Letter of Credit Fees"). All letters of credit issued by BOK pursuant to this Agreement shall terminate on its Commitment Termination Datespecify the volume, source and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect delivery period pertaining to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sotransaction.

Letters of Credit. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each Issuing Bank and in reliance upon the representations, warranties and covenants of the Borrowers made herein, the Lender agrees to issue issue, to the extent permitted by law and the Uniform Customs Practices of the International Chamber of Commerce governing Letters of Credit hereunder from time to time before its Commitment Termination Date (Publication No. 500 or any successor thereto), Letters of Credit upon the request and for application of the account of any BorrowerBorrowers during the period from the date hereof to the Maturity Date; provided that, immediately after each Letter that the aggregate Stated Amount of Letters of Credit is issuedoutstanding at any time, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of all unreimbursed draws under such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter outstanding Letters of Credit, the Issuing Bank shall be deemed, without further action by not at any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that time (i) if exceed $4,000,000, or (ii) cause the scheduled Commitment Termination Date principal amount of a Bank falls prior Revolving Loans outstanding at such time (after taking into account such Stated Amount and all such unreimbursed draws) to exceed the expiry date Revolving Credit Maximum Amount; and provided, further, that at the time the Borrowers request the issuance of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination issuance thereof, there has not occurred and is not continuing any Default or Event of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Default. All Letters of Credit shall remain at expire not later than the level existing date which is one (1) month prior to the proposed extensionMaturity Date. Amounts drawn under the Letters of Credit shall become immediately due and payable by the Borrowers to the Lender and shall bear interest at the rate then applicable to Revolving Loans unless, regardless to the extent there is availability under the Revolving Credit Maximum Amount, such amounts shall be added to the Revolving Loan Account as Revolving Loans and shall be immediately due and payable upon the maturity of whether the expiry Revolving Credit Note. Without limiting the foregoing, if any Letter of Credit would by its terms expire after the Maturity Date, the Borrowers shall, on the Maturity Date, cause another letter of credit issued by another bank satisfactory to the Lender to be substituted therefor or cause another bank satisfactory to the Lender to indemnify the Lender to its satisfaction against any and all liabilities and obligations in respect to such Letter of Credit and, in such event, this Agreement and the other Loan Documents shall continue in full force and effect until all of the Obligations under any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and have been paid in full to the extent necessary Lender. In order to permit redetermination of the participations in evidence such Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedCredit, the Borrowers shall prepay on enter into, with the Lender, such date all or a portion of agreements and execute such instruments and documents as the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations Lender customarily requires in outstanding Letters of Credit shall be conditioned upon their having done solike transactions.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions hereofset forth herein, (A) each Issuing Bank agrees of the L/C Issuers agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the day that is seven days prior to the Maturity Date then in effect, to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of the Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any Borrowerdrawings thereunder; provided that, immediately that after each giving effect to any L/C Credit Extension with respect to any Letter of Credit is issuedCredit, (iv) the Utilization Total Outstandings shall not exceed the aggregate amount of the Aggregate Commitments, (iiw) the aggregate outstanding principal amount Outstanding Amount of the Loans to of any Borrower Lender, plus such Lender’s Applicable Percentage of the aggregate amount Outstanding Amount of Letter all L/C Obligations, plus such Lender’s Applicable Percentage of Credit Liabilities for the account Outstanding Amount of all Swing Line Loans, shall not exceed such Borrower Lender’s Commitment, (x) the Outstanding Amount of the L/C Obligations shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities Sublimit, (y) the Outstanding Amount of the L/C Obligations related to Letters of Credit issued by Xxxxx Fargo shall not exceed $1,000,000,00075,000,000 and (z) the Outstanding Amount of the L/C Obligations related to Letters of Credit issued by Bank of America shall not exceed $75,000,000. Upon the date of issuance Each request by the Issuing Bank of a Letter of Credit, Borrower for the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date issuance or amendment of a Letter of Credit then outstanding and shall be deemed to be a representation by the Commitments of Borrower that the other Banks are extended on such date L/C Credit Extension so requested complies with the conditions set forth in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datethe proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedconditions hereof, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Borrower’s ability to obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done so.and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) No L/C Issuer shall issue any Letter of Credit, if, subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would (excluding automatic extensions in the applicable Letter of Credit, which extensions are subject to annual cancellation in accordance with the terms of an Auto-Extension Letter of Credit) occur after the Letter of Credit Expiration Date. (iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, the Borrowers may request any Issuing Bank, at any time and from time to time after the date hereof and prior to the Termination Date, to issue, and subject to the terms and conditions hereofcontained herein, each such Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any Borrowerthe relevant Borrower one or more Letters of Credit; provided thatprovided, immediately after each that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall not exceed the aggregate amount of the Commitments$35,000,000, (ii) the aggregate outstanding principal amount Credit Extensions would exceed the limitations set forth in Sections 2.1(a)(i) or (a)(ii), or (iii) the Credit Extensions of Loans to any Borrower plus the aggregate amount of Tranche A Lenders would exceed the limitations set forth in Section 2.1(a); and provided, further, that no Letter of Credit Liabilities shall be issued if such Issuing Bank shall have received notice from the Administrative Agent or the Required Lenders that the conditions to such issuance have not been met; provided further that an Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit, or any applicable law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the account Effective Date, or shall impose upon the applicable Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Borrower Letter of Credit would violate one or more policies of the applicable Issuing Bank applicable to letters of credit generally, or (C) any Tranche A Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Tranche A Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.31(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Outstandings as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall not exceed notify the Maximum Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Issuing Bank; provided that (A) until the Administrative Agent advises any such Issuing Bank that Excess Availability of such Borrower and is less than $80,000,000, or (iiiB) the aggregate amount of the Letter Letters of Credit Liabilities issued in any such week exceeds such amount as shall not exceed $1,000,000,000. Upon the date of issuance be agreed by the Administrative Agent and such Issuing Bank of a Letter of CreditBank, the such Issuing Bank shall be deemed, without further action by any party hereto, required to have sold to so notify the Administrative Agent in writing only once each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments week of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued by such Issuing Bank during the level existing immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to the proposed extension, regardless of whether the expiry of any be furnished on such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination day of the participations in Letters of Credit pursuant to clause (i) of week as the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, Administrative Agent and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soIssuing Bank may agree.

Letters of Credit. Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the Closing Date and prior to the Termination Date, the Lead Borrower on behalf of the Domestic Borrowers, and the Canadian Borrower for itself and its Subsidiaries, may request an Issuing Bank (awhich in the case of the Canadian Borrower shall be the Canadian Agent or a Canadian Lender) Subject to issue, and subject to the terms and conditions hereofcontained herein, each such Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any the relevant Borrower, one or more Letters of Credit; provided thatprovided, immediately after each however, that no Letter of Credit is issuedshall be issued if, after giving effect to such issuance, (i) the Utilization aggregate Domestic Letter of Credit Outstandings shall not exceed the aggregate amount Domestic Letter of the CommitmentsCredit Sublimit, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Canadian Letter of Credit Liabilities for the account of such Borrower Outstandings shall not exceed the Maximum Availability Canadian Letter of such Borrower and Credit Sublimit, (iii) the Total Domestic Revolver Outstandings or the Total Canadian Revolver Outstandings, as applicable, would exceed the limitations set forth in SECTION 2.01(a), (iv) the aggregate amount of the Domestic Letter of Credit Liabilities Outstandings with respect to any Issuing Bank shall exceed the Domestic Letter of Credit Commitment of such Issuing Bank or (v) the aggregate Canadian Letter of Credit Outstandings with respect to any Issuing Bank shall exceed the Canadian Letter of Credit Commitment of such Issuing Bank; provided further that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent or the Canadian Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met, within two (2) Business Days of the initial request to the Issuing Bank and the Administrative Agent or Canadian Agent, as applicable, pursuant to SECTION 2.13(h), or (y) if the aggregate undrawn amount under Letters of Credit issued by such Issuing Bank then outstanding does not exceed $1,000,000,000. Upon the date of issuance amount theretofore agreed to by the Lead Borrower, the Administrative Agent and such Issuing Bank, on the same Business Day as the receipt by the Issuing Bank of the request for issuance of a Letter of Credit if the request is received prior to 12:00 noon or on the next Business Day if the request is received after 12:00 noon); and provided further that an Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally, (C) any Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to SECTION 2.27(a)(iv)) with respect to the Defaulting Lender arising from either (x) the Letter of Credit then proposed to be issued or (y) that Letter of Credit and all other Letter of Credit Outstandings as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion, (D) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder, or (E) such Letter of Credit is not in compliance with SECTIONS 2.13(b) or 2.13(c), as applicable. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement or any Order and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the Issuing Bank terms and conditions of the applicable Order and this Agreement shall be deemed, without further action by control and any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by grant of security interest or Lien under any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein application shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination void and of the Commitment of such former Bank; no force and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soeffect.

Letters of Credit. (a) Subject to the terms and conditions hereof, each the Commitments may be utilized, upon the request of Borrower, in addition to the Loans provided for in Section 2.1 hereof, by the issuance by the Issuing Bank agrees to issue of one or more Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided thatprovided, immediately after each however, that no Letter of Credit is issued, may be issued if (i) after giving effect thereto (A) the Utilization shall not exceed Letter of Credit Exposure (including the aggregate amount of the Commitmentsrequested Letter of Credit) would exceed the Letter of Credit Limit or (B) such Letter of Credit Exposure plus the aggregate outstanding principal balance of the Loans would exceed the Commitments of all Banks, and (ii) the aggregate outstanding principal amount expiration date thereof extends beyond the earlier of Loans one year from issuance or 5 Business Days prior to any the Commitment Termination Date. In addition to the applicable provisions of Article 3, all Letters of Credit shall be issued upon the request of Borrower plus on the aggregate amount terms and conditions set forth in this Section 2.14; and the provisions hereof that are applicable to the issuance of a Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000be correspondingly applicable to each renewal, extension or reissuance thereof, or amendment thereto. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears Exposure, to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date extent of a Bank falls prior to the expiry date such Bank's pro rata share of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on all Banks. Borrower hereby acknowledges and agrees to all such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soparticipations.

Letters of Credit. (a) Subject to The Letter of Credit Subfacility. Each Issuing Bank agrees, on the terms and conditions hereofhereinafter set forth, each Issuing Bank agrees to issue letters of credit (the "Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and Credit") for the account of any Borrower; provided thatMulti-Currency Borrower (in the case of the Multi-Currency Issuing Bank) or the Canadian Subsidiary (in the case of the Canadian Issuing Bank) from time to time on any Business Day during the period from the Agreement Date until 60 days before the Maturity Date (i) in an aggregate Available Amount for all Letters of Credit issued for the account of all Borrowers not to exceed at any time the Appropriate Issuing Bank's Letter of Credit Commitment, immediately after minus the aggregate principal amount of all Letter of Credit Advances to any Borrower then outstanding, (ii) in an Available Amount for each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities issued for the account of such a Multi-Currency Borrower shall not to exceed the Maximum Availability of aggregate Unused Multi-Currency Commitments on such Borrower Business Day, and (iii) in an Available Amount for each such Letter of Credit issued for the account of the Canadian Subsidiary not to exceed the aggregate amount Unused Canadian Facility Commitments on such Business Day. No Letter of Credit shall have an expiration date (including all rights of a Borrower or the beneficiary to require renewal) later than the earlier of 5 days before the Maturity Date and one year after the date of issuance thereof. Each Letter of Credit shall require that all draws thereon must be presented to the Issuing Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Within the limits of the Letter of Credit Liabilities shall not exceed $1,000,000,000Subfacility, and subject to the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.10(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.10(c) and request the issuance of additional Letters of Credit under this Section 2.10(a). Upon On the date of issuance by the Issuing Bank initial Borrowing hereunder, each outstanding letter of a Letter credit issued under the Prior Credit Agreement and each letter of Creditcredit described on Schedule 2.10 hereof (collectively, the Issuing Bank "Existing L/Cs") shall be deemeddeemed for all purposes, as of such date, without further action by any party heretoPerson, to have sold to each Bankbeen issued hereunder, and each Bank such issuer of the Existing L/Cs shall be deemed, without further action by any party hereto, deemed to have purchased from the be an "Issuing Bank" hereunder for all purposes but solely with respect to, a participation in such Letter of Credit and until the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c)termination, expiration or replacement of, such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soExisting L/Cs.

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its ----------------- the Revolving Commitment Termination Date may be utilized, upon the request of Borrower, in addition to the Revolving Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit in Dollars or, if an L/C Lender notifies the Borrower and Administrative Agent it is capable of doing so, in an Offshore Currency (herein collectively called "Letters of Credit") issued by any ----------------- L/C Lender for the account of any Borrower; provided thatCompany (provided, immediately after that Borrower shall be -------- obligated in respect of all Reimbursement Obligations and any other obligations in respect of each Letter of Credit, regardless of for whose account such Letter of Credit is was issued); provided, however, that in no event shall (i) the Utilization shall not exceed sum of -------- ------- the aggregate amount of Revolving Loans then outstanding, plus the Commitmentsaggregate amount of Swing Loans then outstanding, plus the Dollar Equivalent of the aggregate L/C Liabilities then outstanding, less the amount of any L/C cover that shall have been provided and not yet returned at any time exceed the Borrowing Base in effect at such time, (ii) the sum of the aggregate outstanding principal amount of Revolving Loans to then outstanding made by any Borrower Revolving Lender, plus such Lender's R/C Percentage of the aggregate principal amount of Swing Loans then outstanding, plus such Lender's R/C Percentage of the Dollar Equivalent of the aggregate amount of Letter of Credit all L/C Liabilities for the account of exceed such Borrower shall not exceed the Maximum Availability of Lender's Revolving Commitment as in effect at such Borrower and time, (iii) the outstanding aggregate Dollar Equivalent of the amount of all L/C Liabilities exceed $50,000,000, (iv) the Dollar Equivalent of the available amount of any Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon be on the date of issuance by thereof less than $50,000, (v) the Issuing Bank expiration date of a any Letter of Credit extend beyond the earlier of (x) the fifth Business Day preceding the R/C Termination Date and (y) the date twelve months following the date of such issuance for standby Letters of Credit or 180 days after the date of such issuance for commercial documentary Letters of Credit, unless the Issuing Bank shall Majority Revolving Lenders have approved such expiry date in writing (but never beyond the fifth Business Day prior to the R/C Termination Date); provided, however, -------- ------- that any standby Letter of Credit may be deemed, without further action by any party hereto, automatically extendible for periods of up to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from one year (but never beyond the Issuing Bank, a participation in fifth Business Day preceding the R/C Termination Date) so long as such Letter of Credit and provides that the related Letter of Credit Liabilities in the proportion its Commitment bears applicable L/C Lender retains an option satisfactory to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior such L/C Lender to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in terminate such Letter of Credit shall terminate on its Commitment Termination Dateprior to each extension date, and the participations unless all of the other Banks therein Revolving Lenders have approved such expiry date in writing, (vi) any L/C Lender issue any Letter of Credit after it has received notice from Borrower or the Majority Revolving Lenders stating that a Default exists until such time as such L/C Lender shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination have received written notice of the Commitment (x) rescission of such former Bank; and notice from the Majority Revolving Lenders, (iiy) in the event that the Commitments waiver of the other Banks are not extended such Default in accordance with Section 2.01(c)this Agreement or (z) Administrative Agent's good faith determination that such Default has ceased to exist, then such Bank’s participation or (vii) a letter of credit be issued at a tenor other than sight; provided, however, that no standby letter of credit shall be -------- ------- issued in all Letters of Credit a currency other than Dollars. The following additional provisions shall remain at the level existing prior apply to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.:

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon during the request term of the Line of Credit to issue, under the Line of Credit, standby and commercial letters of credit for the account of any BorrowerBorrower to finance the importation of inventory and other corporate purposes (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided thathowever, immediately after that the form and substance of each Letter of Credit is issuedshall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of: (i) the Utilization all outstanding standby Letters of Credit shall not exceed the aggregate amount of the Commitmentsexceed, during each Increase Period, Four Million Dollars ($4,000,000.00); (ii) all outstanding commercial Letters of Credit shall not exceed, during each Increase Period, Four Million Dollars ($4,000,000.00); (iii) all outstanding standby Letters of Credit shall not exceed, at any other time, Eight Million Dollars ($8,000,000.00); and (iv) all outstanding commercial Letters of Credit shall not exceed, at any other time, Eight Million Dollars ($8,000,000.00). In no event, however, shall the aggregate undrawn amount of all outstanding Letters of Credit (the "L/C Contingent Obligations"), when added to the outstanding principal amount balance of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not advances, exceed the Maximum Availability then in effect. Each Letter of such Borrower Credit shall be issued for a term not to exceed 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than 90 days beyond the maturity date of the Line of Credit. The amount of L/C Contingent Obligations shall be reserved under the Line of Credit and (iii) shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the aggregate amount additional terms and conditions of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon Agreement and related documents, if any, required by Bank in connection with the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bankthereof (each, a participation in such "Letter of Credit Agreement" and the related collectively, "Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Agreements"). Each draft paid by Bank falls prior to the expiry date of under a Letter of Credit then outstanding shall be deemed an advance under the Line of Credit (other than during each Out of Debt Period, as defined below) and the Commitments of the other Banks are extended on such date shall be repaid by Borrower in accordance with Section 2.01(c)the terms and conditions of this Agreement applicable to such advances; provided however, such Bank’s participation in such Letter that if advances under the Line of Credit are not available, for any reason, at the time any draft is paid by Bank (including, without limitation, during each Out of Debt Period) then Borrower shall terminate on its Commitment Termination Dateimmediately pay, and upon Bank's written demand, therefor to Bank the participations full amount of such draft, together with interest thereon from the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect date such amount is paid by Bank to the termination of the Commitment of date such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c)amount is fully repaid by Borrower, then such Bank’s participation in all Letters of Credit shall remain at the level existing prior rate of interest applicable to advances under the proposed extensionLine of Credit. In such event Borrower agrees that Bank, regardless of whether in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the expiry amount of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sodraft.

Letters of Credit. (a) Subject During the Availability Period, each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.24(d) and 2.24(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit denominated in Dollars for the account of the Borrower or any Restricted Subsidiary on the terms and conditions hereofhereinafter set forth; provided, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after that (i) each Letter of Credit is issued, shall expire on the earlier of (iA) the Utilization shall not exceed date one year after the aggregate amount date of issuance of such Letter of Credit (or in the Commitmentscase of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of each Letter of Credit Liabilities for the account shall be in a stated amount of such Borrower shall not exceed the Maximum Availability of such Borrower at least $250,000; and (iii) the aggregate amount Borrower may not request on behalf of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a itself or any Restricted Subsidiary any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Sublimit, (B) the aggregate LC Exposure plus the aggregate outstanding Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitments or (C) the LC Exposure of such Issuing Bank would exceed the LC Commitment of such Issuing Bank. Upon the issuance of each Letter of Credit each Lender shall be deemed, without further action by any party hereto, to have sold to each Bankdeemed to, and each Bank shall be deemedhereby irrevocably and unconditionally agrees to, without further action by any party hereto, to have purchased purchase from the applicable Issuing Bank, Bank without recourse a participation in such Letter of Credit and equal to such Lender’s Pro Rata Share of the related aggregate amount available to be drawn under such Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if on the scheduled Commitment Termination Closing Date with respect to all Existing Letters of a Bank falls prior Credit and (ii) on the date of issuance with respect to the expiry date all other Letters of Credit. Each issuance of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion deemed to their Commitments after giving effect utilize the Revolving Commitment of each Lender by an amount equal to the termination of the Commitment amount of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soparticipation.

Letters of Credit. (a) Subject to During the terms and conditions hereofAvailability Period, each Issuing Bank agrees Bank, in reliance upon the agreements of the other Lenders pursuant to issue subsections (d) and (e) of this Section shall issue, at the request of any Borrower, Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) Account Party on the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower terms and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitmentsconditions hereinafter set forth; provided that (i) if each Letter of Credit shall expire on the scheduled Commitment Termination Date earlier of a Bank falls (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the expiry Revolving Commitment Termination Date; provided that any Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration (none of which, in any event, shall extend beyond the date referred to in clause (i)(B) of this clause (a)); (ii) each Letter of Credit shall be for the account of the Account Party named therein; (iii) BES may not request a Letter of Credit then outstanding if, after giving effect to such issuance, the aggregate BES Revolving Credit Exposure of all Lenders would exceed the BES Sublimit; and (iv) no Borrower may request any Letter of Credit if, after giving effect to such issuance, (A) the Commitments aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in aggregate amount available to be drawn under such Letter of Credit shall terminate (i) on its Commitment Termination Date, and the participations Closing Date with respect to all Existing Letters of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; Credit and (ii) in on the event that the Commitments date of the issuance with respect to all other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.of

Letters of Credit. (a) Section 182. Subject to and upon the terms and conditions hereofherein set forth, at any time and from time to time after the Closing Date and prior to the L/C Facility Maturity Date, the Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 3, to issue from time to time from the Closing Date through the L/C Facility Maturity Date for the account of any Borrower (or, so long as a Borrower is the primary obligor, for the account of any Restricted Subsidiary (other than a Borrower)) letters of credit (the “Letters of Credit” and each, a “Letter of Credit”) in such form as may be approved by the Letter of Credit Issuer in its reasonable discretion; provided that none of GS or JPM (or any of their respective Affiliates or branches) shall be under any obligation to issue trade or commercial Letters of Credit; provided further that Xxxxxxxxx (or any of its respective Affiliates or branches) shall not be under any obligation to issue any Letter of Credit other than a standby Letter of Credit denominated in Dollars. Section 183. Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Dollar Equivalent of the Stated Amount of which, when added to the Letters of Credit Outstanding at such time, would exceed the Letter of Credit Commitments then in effect (or with respect to any Letter of Credit Issuer, exceed such Letter of Credit Issuer’s Letter of Credit Sublimit; provided that each Issuing Bank agrees Letter of Credit Issuer may elect, in its sole discretion, to agree to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account in excess of any Borrower; provided that, immediately after each such Letter of Credit is issuedIssuer’s Letter of Credit Sublimit on terms and conditions as mutually agreed as between such Letter of Credit Issuer, the Administrative Agent and the Parent Borrower); (iii) no Letter of Credit shall be issued the Utilization shall not exceed Stated Amount of which would cause the aggregate amount of the Commitments, Lenders’ Revolving Credit Exposures at the time of the issuance thereof to exceed the Total Revolving Credit Commitment then in effect; (iiiii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of each Letter of Credit Liabilities shall have an expiration date occurring no later than one year after the date of issuance thereof (except as set forth in Section 3.2(d)); provided that in no event shall such expiration date occur later than the applicable L/C Facility Maturity Date; provided that in each case, Letters of Credit may be issued with an expiration date occurring after the applicable L/C Facility Maturity Date, to the extent that prior to (or concurrently with) the occurrence of the applicable L/C Facility Maturity Date, such Letter of Credit will be Cash Collateralized or backstopped (in the case of a backstop only, on terms reasonably satisfactory to such Letter of Credit Issuer); (iv) the Letter of Credit issued by any Letter of Credit Issuer shall be denominated in an Available Currency; (v) no Letter of Credit shall be issued if it would be illegal under any applicable law for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount beneficiary of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding issued in its favor; and (vi) no Letter of Credit shall be issued by the Commitments Letter of Credit Issuer after it has received a written notice from any Credit Party or the other Banks are extended on Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default has occurred and is continuing until such date time as the Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default or Event of Default in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so13.1.

Letters of Credit. (a) Subject Upon the written request of the Borrower and subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters LC Bank, in reliance upon the agreements of Credit hereunder the other Lenders set forth in this Section 2.04, shall, at any time and from time to time before its until the fifth Business Day preceding the Maturity Date, issue one or more Letters of Credit denominated in U.S. Dollars in an aggregate stated amount not in excess of such LC Bank’s LC Bank Commitment Termination Date upon the request and for the account of any Borrowerthe Borrower or one of its Subsidiaries; provided that, immediately after each that the Borrower shall be the account party for the purposes of this Agreement and shall have the reimbursement obligations with respect thereto. Each Letter of Credit is issued, shall be issued in a form acceptable to the issuing LC Bank. Each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ (or such shorter period as may be agreed to by the Borrower and the applicable LC Bank) prior notice thereof by delivery of a Request for Issuance of a Letter of Credit to such LC Bank (which shall promptly forward copies thereof to the Administrative Agent). Each such Request for Issuance shall specify (i) the Utilization date (which shall not exceed be a Business Day) of issuance of such Letter of Credit (or the aggregate amount date of effectiveness of such extension, modification or amendment) and the Commitmentsstated expiry date thereof; provided, that (A)(I) all Letters of Credit with a stated expiry date after the Maturity Date shall be returned and cancelled (with the beneficiary’s consent) or cash collateralized in accordance with Section 6.02(b)(iii) at least 30 days prior to the Maturity Date and (II) no such Letter of Credit may be issued with a stated expiry after the date that is three (3) months after the Maturity Date and (B) Auto-Extension Letters of Credit will be permitted, subject to subsection (a)(i)(A) above and subsection (b) below, (ii) the aggregate outstanding principal proposed stated amount of Loans to any Borrower plus the aggregate amount of such Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and Credit, (iii) the aggregate amount name and address of the beneficiary of such Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date and (iv) a statement of issuance by the Issuing Bank drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the Issuing consent of the beneficiary of the Letter of Credit thereto. Each Request for Issuance of a Letter of Credit shall be irrevocable unless modified or rescinded by the Borrower not less than one Business Day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Request for Issuance of a Letter of Credit, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Bank shall be deemedissue (or extend, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in amend or modify) such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears provide notice and a copy thereof to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior Borrower and to the expiry date Administrative Agent. The Administrative Agent shall furnish to each Lender that may so request a copy of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit Credit. Each LC Bank shall terminate provide to the Administrative Agent, on its Commitment Termination Datea quarterly basis, and the participations a list of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination amounts and expiration dates of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all undrawn Letters of Credit and each Lenders’ pro rata share thereof, a copy of which list the Administrative Agent shall remain at the level existing prior furnish to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soeach Lender.

Letters of Credit. (a) Subject to the terms and conditions hereof, including, without limitation, the conditions precedent in Section 4.2, the limitations set forth in the definition of the term “Issuing Bank,” and any applicable requirements of Section 2.14, each Issuing Bank agrees agrees, severally and not jointly, to issue Letters of Credit hereunder issue, from time to time before its prior to the Commitment Termination Date upon Date, at the request of the Borrower and on behalf of the Lenders and in reliance on their obligations under this Section 2.12, one or more Letters of Credit for the Borrower’s account in a face amount in each case of at least $500,000 (or such lower amount as the relevant Issuing Bank may approve in its sole discretion) or, if denominated in any BorrowerAlternative Currency, the Dollar Equivalent of at least $500,000 (or such lower amount as the relevant Issuing Bank may approve in its sole discretion), and in an aggregate undrawn face amount for all Letters of Credit at any time outstanding not to exceed the applicable Letters of Credit Maximum Amount; provided thatprovided, that no Issuing Bank (i) shall be required to issue any Letter of Credit denominated in a currency not set forth in such Issuing Bank’s Issuing Bank Agreement or (in the case of DNB Bank ASA, New York Branch only) denominated in Brazilian Real, and (ii) shall issue, increase or extend a Letter of Credit pursuant to this Section 2.12 (w) if, immediately after the issuance, increase or extension thereof, the outstanding Revolving Obligations would thereby exceed the lesser of the Revolving Credit Commitments Amount (determined in accordance with Section 10.19) then in effect and the CNTA Threshold, (x) if, immediately after the issuance, increase or extension thereof, the aggregate undrawn face amount of all Letters of Credit then outstanding would at any time thereafter (giving effect to the respective scheduled expiration dates thereof and any automatic extensions provided therein) exceed the Letters of Credit Maximum Amount scheduled to be in effect at any such time thereafter (giving effect to any reductions resulting from the scheduled expiration of the Commitments of Declining Lenders or of the Non-Extended 2023 Commitments, in each case, not offset by new or increased Commitments of Replacement Lenders or Extending Lenders pursuant to Section 2.16), or (y) if, immediately after the issuance, increase or extension thereof, all Letters of Credit that are not Performance Letters of Credit then outstanding would any time thereafter (giving effect to the respective scheduled expiration dates thereof and any automatic extensions provided therein) exceed $300,000,000, or (z) if the issuance of such Letter of Credit would violate any legal or regulatory restriction then applicable to such Issuing Bank or any Lender as notified by such Issuing Bank or such Lender to the Administrative Agent before the date of issuance of such Letter of Credit. Letters of Credit and any increases and extensions thereof hereunder may be issued in face amounts of either U.S. Dollars or any Alternative Currency; provided, that the Dollar Equivalent of the aggregate undrawn face amount of Letters of Credit in any Alternative Currencies determined, with respect to each such Letter of Credit, in accordance with Section 10.19 on the date such Letter of Credit is issued, (i) the Utilization increased and extended, as applicable, shall not exceed in the aggregate amount the Alternative Currency Sublimit. If the Administrative Agent notifies the Issuing Banks that any conditions precedent set forth ​ ​ ‌ ​ ‌ ​ ​ in Section 4.2 have not been satisfied and instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of the CommitmentsLetters of Credit, (ii) the aggregate outstanding principal amount of Loans to no Issuing Bank shall issue, amend, renew or extend any Borrower plus the aggregate amount of Letter of Credit Liabilities without the consent of the Administrative Agent until such notice is withdrawn by the Administrative Agent. Notwithstanding anything to the contrary set forth in this Agreement, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any Member of the Consolidated Group; provided, that notwithstanding such statement, the Borrower shall not exceed be the Maximum Availability actual account party for all purposes of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in this Agreement for such Letter of Credit and such statement shall not affect the related Letter of Credit Liabilities in the proportion its Commitment bears Borrower’s Reimbursement Obligations hereunder with respect to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (a) Subject i. Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein, each the applicable Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any the relevant Borrower, one or more Letters of Credit; provided thatprovided, immediately after each however, that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall not exceed the aggregate amount Letter of the CommitmentsCredit Sublimit, or (ii) the aggregate outstanding principal amount of Loans to any Borrower plus Total Outstandings would exceed the aggregate amount of limitations set forth in SECTION 2.01(a) provided, further, that no Letter of Credit Liabilities for shall be issued unless an Issuing Bank shall have received notice from the account Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h), or (y) if the aggregate undrawn amount under Letters of Credit issued by such Borrower shall Issuing Bank then outstanding does not exceed the Maximum Availability amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank); and provided further that an Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the First Amendment Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the First Amendment Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Borrower Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally, or (C) any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Bank (in its reasonable discretion) with the Borrowers or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to SECTION 8.15(a)(iv)) with respect to the Defaulting Lender arising from either (x) the Letter of Credit then proposed to be issued or (y) that Letter of Credit and all other Letter of Credit Outstandings as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its reasonable discretion. A permanent reduction of the Total Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Total Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (iiior, at Lead Borrower’s option, less than) the Total Commitments. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Issuing Bank, provided that (A) until the Administrative Agent advises any such Issuing Bank that the provisions of SECTION 6.10 have been or would be violated, or (B) the aggregate amount of the Letter Letters of Credit Liabilities issued in any such week exceeds such amount as shall not exceed $1,000,000,000. Upon the date of issuance be agreed by the Administrative Agent and the Issuing Bank of a Letter of CreditBank, the such Issuing Bank shall be deemed, without further action by any party hereto, required to have sold to so notify the Administrative Agent in writing only once each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments week of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued by such Issuing Bank during the level existing immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to the proposed extension, regardless of whether the expiry of any be furnished on such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination day of the participations in Letters of Credit pursuant to clause (i) of week as the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, Administrative Agent and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soIssuing Bank may agree.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank agrees from the date hereof through the Business Day immediately prior to the Revolving Maturity Date, Lenders agree to issue or cause to be issued Letters of Credit hereunder for the account of Borrower in an aggregate outstanding face amount not to exceed (i) the lesser of the Committed Revolving Line and the Borrowing Base minus (ii) the then outstanding principal balance of all Credit Extensions; provided that the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) shall not in any event exceed Ten Million and No/100 Dollars ($10,000,000.00) in the aggregate at any time; provided further that Credit Extensions to Borrower under the Committed Revolving Line of up to and including Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00) shall be made at any time and from time to time before its Commitment Termination Date upon without reference to the request and for Borrowing Base. For purposes of this Agreement, the account amount outstanding under a Letter of any Borrower; provided thatCredit shall include the face amount of such Letter of Credit, immediately after each whether such Letter of Credit is issuedissued but undrawn or drawn but unreimbursed, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to and any Borrower plus the aggregate amount of Letter of Credit Liabilities for Reserve relating thereto. Each Letter of Credit shall have an expiry date no later than the account Revolving Maturity Date. All Letters of such Borrower Credit shall be, in form and substance, acceptable to the Lender issuing the Letter of Credit (the "Issuing Lender") and the other Lenders and shall be subject to the terms and conditions of the Issuing Lender's form of standard application and letter of credit agreement, which shall provide, in addition to an administrative fee of not exceed more than one-sixteenth of one percent (0.0625%) of the Maximum Availability of such Borrower and (iii) the aggregate face amount of the Letter of Credit Liabilities shall payable to Issuing Lender only, for a Letter of Credit fee of not exceed $1,000,000,000. Upon more than four-tenths of one percent (0.40%) of the date face amount of issuance by the Letter of Credit payable to Servicing Agent, on behalf of the Issuing Bank Lender and the other Lenders, as more fully set forth in such Letter of Credit Agreement. Each Lender agrees that, in paying any drawing under a Letter of Credit, the Issuing Bank Lender shall be deemed, without further action not have any responsibility to obtain any document (other than any document expressly required by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears Credit) or to ascertain or inquire as to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry validity or accuracy of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to document or the extent necessary to permit redetermination authority of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedPerson executing or delivering any such document. NEITHER THE ISSUING LENDER NOR ANY OF ITS AFFILIATES, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of CreditCORRESPONDENTS, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soPARTICIPANTS OR ASSIGNEES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS OR EMPLOYEES, SHALL BE LIABLE TO ANY OTHER LENDER FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN UNLESS SUCH ACTION OR OMISSION CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for of the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization aggregate amount of the Letter of Credit Liabilities plus the aggregate outstanding principal amount of the Revolving Credit Loans shall not exceed the aggregate amount of the Commitments, Commitments and (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000250,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers Borrower shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their its having done so.

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and As consideration for the account issuance of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a ----------------- Letter of Credit, the Company will pay to the Issuing Bank shall be deemeda fee on the daily average amount available for drawings under each Letter of Credit, without further action by any party hereto, to have sold to in each Bank, case for the period from and each Bank shall be deemed, without further action by any party hereto, to have purchased from including the Issuing Bank, a participation in date of issuance of such Letter of Credit to and excluding the related date of expiration or termination thereof. The letter of credit fee payable pursuant to this Section 2.12(b) shall be the product of the applicable Letter of Credit Liabilities in Fee Rate from the proportion its Commitment bears to table below and the aggregate Commitments; average daily amount available for drawings under each Letter of Credit, provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such each Letter of Credit shall terminate bear a minimum fee of $400. Such letter of credit fees shall be payable in arrears on its Commitment Termination each Quarterly Date. The rates set forth in the table below are based upon the Company's Maximum Available Amount Utilization Percentage as of any day, where the term "Maximum Available Amount Utilization Percentage" means as of any day, the fraction, expressed as a percentage, the numerator of which is the Aggregate Credit Exposure on such day, and the participations denominator of which is the Borrowing Base in effect on such day: Maximum Available Amount Letter of Credit Fee Utilization Percentage Rate ------------------------ -------------------- Greater than 66% 1.50% Less than or equal to 66% but greater than 33% 1.25% Less than or equal to 33% but greater than 0% 1.00% In addition to the fees set forth above for the benefit of the other Banks therein Lenders, the Company shall be redetermined pro rata in proportion to their Commitments after giving effect pay to the termination Issuing Bank for its own account (i) a fronting fee in an amount equal to 1/8 of 1% per annum of the Commitment face amount of such former Bank; the Letters of Credit outstanding as consideration for capital costs incurred for retaining the full amount of each Letter of Credit issued hereunder on its books, and (ii) in the event that the Commitments with respect to any amendment or transfer of the other Banks are not extended any Letter of Credit and for each drawing made thereunder, documentary and processing charges in accordance with Section 2.01(c), then the Issuing Bank's standard schedule for such Bank’s participation in all Letters of Credit shall remain at the level existing prior charges as disclosed to the proposed extensionCompany in a letter of even date herewith, regardless of whether as the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Datecase may be. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit Such fees shall be conditioned upon their having done sodue and payable in arrears on each Quarterly Date.

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein, each the applicable Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any the relevant Borrower, one or more Letters of Credit; provided thatprovided, immediately after each however, that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall not exceed the aggregate amount Letter of the CommitmentsCredit Sublimit, or (ii) the aggregate outstanding principal amount of Loans to any Borrower plus Credit Extensions (including Swingline Loans) would exceed the aggregate amount of limitations set forth in SECTION 2.01(a) provided, further, that no Letter of Credit Liabilities for shall be issued unless an Issuing Bank shall have received notice from the account Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h), or (y) if the aggregate undrawn amount under Letters of Credit issued by such Borrower shall Issuing Bank then outstanding does not exceed the Maximum Availability amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank. A permanent reduction of the Total Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Total Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Total Commitments. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Borrower and Issuing Bank, provided that (iiiA) until the Administrative Agent advises any such Issuing Bank that the provisions of Section 6.10 have been or would be violated, or (B) the aggregate amount of the Letter Letters of Credit Liabilities issued in any such week exceeds such amount as shall not exceed $1,000,000,000. Upon the date of issuance be agreed by the Administrative Agent and the Issuing Bank of a Letter of CreditBank, the such Issuing Bank shall be deemed, without further action by any party hereto, required to have sold to so notify the Administrative Agent in writing only once each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments week of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued by such Issuing Bank during the level existing immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to the proposed extension, regardless of whether the expiry of any be furnished on such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination day of the participations in Letters of Credit pursuant to clause (i) of week as the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, Administrative Agent and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soIssuing Bank may agree.

Letters of Credit. (a) Subject to the terms and conditions hereof, the Working Capital Commitments may, in addition to the Working Capital Loans provided for in Section 2.01 hereof, be utilized, upon the request of the Company, by the issuance of letters of credit (i) by Chase for so long as it is Administrative Agent hereunder if the Company shall so request in the notice referred to in Section 2.02(b) and Chase shall agree that such letter of credit shall be issued by Chase rather than by each Issuing Bank agrees of the Lenders (such letters of credit issued by Chase being hereinafter referred to issue as the "Participation Letters of Credit"), or (ii) by the Lenders pursuant to which each Lender shall be severally obligated to pay its Working Capital Commitment Percentage of any drawing made thereunder (such letters of credit issued by the Lenders being hereafter referred to as the "Syndicated Letters of Credit", and the Syndicated Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter Participation Letters of Credit is issued, (i) being collectively referred to as the Utilization shall not exceed the aggregate amount "Letters of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000Credit"). Upon the date of issuance by the Issuing Bank of a Participation Letter of Credit, the Issuing Bank Chase shall be deemed, without further action by any party hereto, to have sold to each BankLender, and each Bank Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing BankChase, a participation to the extent of such Lender's Working Capital Commitment Percentage in such Participation Letter of Credit and the related Letter of Credit Liabilities in Liabilities. The aggregate amount of all Working Capital Obligations shall not at any time exceed the proportion its Commitment bears to the aggregate Commitments; provided that lesser of (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments aggregate of the other Banks are extended on such date in accordance with Working Capital Commitments as reduced from time to time pursuant to Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; 2.03 hereof and (ii) in the event that the Commitments Borrowing Base. The aggregate amount of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters Letter of Credit Liabilities shall remain not at the level existing prior any time exceed an amount equal to the proposed extension, regardless lesser of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) the aggregate amount of the foregoing proviso within the limits of the Working Capital Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, as reduced from time to time pursuant to Section 2.03 hereof and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so(ii) $7,500,000.

Letters of Credit. (a) Subject to the terms and conditions hereofhereof and provided that all of the conditions contained in Section 11 have been satisfied, each Issuing Bank the Agent agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any the Borrower, from the date of this Agreement to, but not including, a date 90 days prior to the Maturity Date at such times as the Borrower may request; provided thatprovided, immediately after each however, that the aggregate undrawn face amount of Letters of Credit (including such requested Letter of Credit is issued, (iCredit) the Utilization at any one time outstanding shall not exceed the aggregate amount lesser of the Commitments, (i) $10,000,000.00 or (ii) the Total Commitment minus the aggregate outstanding principal amount of outstanding Loans to (including any Borrower plus amounts drawn under any Letters of Credit and not yet reimbursed by the aggregate amount Borrower). The issuance of a Letter of Credit Liabilities for pursuant to this Section 2.7(a) shall be deemed to reduce the account aggregate of the unborrowed Commitments of the Banks then in effect by an amount equal to the undrawn face amount of such Borrower shall not exceed Letter of Credit as set forth herein. Each Bank agrees to participate in each such Letter of Credit issued by the Maximum Availability Agent in an amount equal to its Commitment Percentage of such Borrower and (iii) the aggregate total amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance requested by the Issuing Bank of a Letter of CreditBorrower; provided, the Issuing however, that no Bank shall be deemed, without further action by required to participate in any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination that its participation therein plus (x) such Bank's participation in the aggregate undrawn face amounts of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding other Letters of Credit, and (y) such redetermination Bank's Commitment Percentage of the outstanding principal amount of any Loans (including any amounts drawn under any Letters of Credit and termination not yet reimbursed by the Borrower), would exceed an amount equal to such Bank's Commitment as then in effect. Each Bank agrees with the Agent that it will participate in each Letter of participations Credit issued by the Agent to the extent required by the preceding sentence. No Bank's obligation to participate in outstanding Letters a Letter of Credit shall be conditioned upon their having done soaffected by any other Bank's failure to participate in the same or any other Letter of Credit.

Letters of Credit. (a) On the Restatement Date, the Administrative Agent shall advise the Banks of the letters of credit issued and outstanding under the Existing Loan Agreement, each of which shall each be deemed issued and outstanding hereunder as Letters of Credit. Subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder at any time and from time to time before its Commitment Termination from the Restatement Date upon through the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of CreditMaturity Date, the Issuing Bank shall be deemed, without further action issue such Letters of Credit under the Commitment as Borrower may request by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Request for Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate CommitmentsCredit; provided that (i) if giving effect to all such Letters of Credit, the scheduled Commitment Termination Date sum of a Bank falls prior to (A) the expiry date of a Letter aggregate principal amount outstanding under the Notes plus (B) the aggregate amount available for drawing under the outstanding Letters of Credit plus (C) the aggregate amount of all unreimbursed draws with respect to all Letters of Credit, does not exceed the then applicable Commitment, and (ii) the aggregate amount available for drawing under all outstanding and Letters of Credit plus the Commitments amount of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such all unreimbursed draws under Letters of Credit shall not exceed $3,000,000. Each Letter of Credit shall terminate on its Commitment Termination Datebe in a form reasonably acceptable to the Issuing Bank. Unless all the Banks otherwise consent in a writing delivered to the Administrative Agent, and the participations terms of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at not exceed 24 months from the level existing prior to date of issuance thereof, and shall not extend beyond the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Maturity Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters No Letter of Credit shall be conditioned upon their having done soissued except to the extent reasonably necessary in the ordinary course of business of Borrower.

Letters of Credit. (a) Subject During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.24(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereofhereinafter set forth; provided, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after that (i) each Letter of Credit is issued, shall expire no later than five (i5) Business Days prior to the Utilization shall not exceed the aggregate amount of the Commitments, Revolving Commitment Termination Date; (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of each Letter of Credit Liabilities for the account shall be in a stated amount of such Borrower shall not exceed the Maximum Availability of such Borrower at least $50,000; and (iii) the aggregate amount of the Letter of Credit Liabilities shall Borrower may not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure plus the aggregate outstanding Revolving Loans and Swingline Exposure, of all Lenders, would exceed the Aggregate Revolving Commitments. Upon the issuance of each Letter of Credit each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, recourse a participation in such Letter of Credit and equal to such Lender’s Pro Rata Share of the related aggregate amount available to be drawn under such Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date Credit. Each issuance of a Letter of Credit then outstanding and shall be deemed to utilize the Commitments Revolving Commitment of each Lender by an amount equal to the amount of such participation. As of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Closing Date, and the participations each of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Existing Letters of Credit shall be conditioned deemed issued under this Section and shall thereafter be referred to as Letters of Credit, subject to the terms hereof. The Administrative Agent shall provide the Lenders with relevant information concerning the LC Exposure quarterly upon their having done sowritten request.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank agrees to so long as there has not theretofore occurred an Event of Default, the Borrower may request that the Administrative Agent issue Letters of Credit hereunder from time on the Borrower's account for purposes reasonably acceptable to time before its Commitment Termination Date upon the request and for the account of any Borrower; Administrative Agent, provided that, immediately after each Letter : (a) such Letters of Credit is issued, not to exceed Seven Million Dollars (i$7,000,000.00) in the aggregate at any one time; (b) the Utilization shall not exceed sum of the outstanding Letters of Credit and the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus all Advances outstanding under the aggregate amount of Letter of Revolving Credit Liabilities for the account of such Borrower Facility shall not exceed the Maximum Availability Amount. All Letters of such Credit issued by the Administrative Agent in favor of the Borrower and (iii) outstanding on the aggregate amount date of this Agreement shall be deemed to be Letters of Credit issued and outstanding under this Agreement. The Borrower may request that the Administrative Agent issue a Letter of Credit Liabilities shall by written notice (the "L/C Notice") given to the Administrative Agent not exceed $1,000,000,000. Upon less than two (2) Business Days prior to the proposed date of issuance of such Letter of Credit. The L/C Notice shall specify the proposed date of issuance and the beneficiary and amount of such Letter of Credit, and shall be accompanied by a letter of credit application completed to the satisfaction of, and with such amendments and modifications as may be deemed necessary by, the Administrative Agent. The Administrative Agent shall notify the Lenders on a monthly basis and report the issuance or any amendment or extension of any Letter of Credit. Immediately upon the issuance by the Issuing Bank Administrative Agent of a any Letter of Credit, the Issuing Bank Administrative Agent shall be deemed, without further action by any party hereto, deemed to have sold to each BankLender (each such Lender, in its capacity under this Section 2.6, an "L/C Participant"), and each Bank such L/C Participant shall be deemed, without further action by any party hereto, deemed irrevocably and unconditionally to have purchased and received from the Issuing BankAdministrative Agent, a without recourse or warranty, an undivided interest and participation (each an "L/C Participation") equal to such L/C Participant's Commitment in such Letter of Credit Credit, any substitute Letter of Credit, each draw made thereunder and the related obligations of the Borrower under the loan documents with respect thereto, and any security therefor or any pertaining thereto. In determining whether to pay under any Letter of Credit Liabilities in Credit, the proportion its Commitment bears Administrative Agent shall have no obligation relative to the aggregate Commitments; provided L/C Participants other than to confirm that (i) if the scheduled Commitment Termination Date of a Bank falls prior any documents required to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in be delivered under such Letter of Credit shall terminate have been delivered and that they appear to comply on its Commitment Termination Date, and their face with the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment requirements of such former Bank; and (ii) Letter of Credit. Any action taken or omitted to be taken by the Administrative Agent under or in the event that the Commitments of the other Banks are not extended in accordance connection with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters Letter of Credit, and such redetermination and termination if taken or omitted to be taken in the absence of participations in outstanding Letters of Credit gross negligence or willful misconduct, shall be conditioned upon their having done sonot create for the Administrative Agent any resulting liability.

Letters of Credit. (a) Subject to the terms and conditions hereof, each the Issuing Bank Lender agrees to issue Letters of Credit hereunder from time to time before its Commitment the tenth day before the Termination Date upon the request and for of the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000the Letter of Credit Commitment and (ii) the aggregate amount of the Letter of Credit Liabilities plus the aggregate outstanding principal amount of all Committed Loans and Swing Line Loans shall not exceed the aggregate Commitments. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank Lender shall be deemed, without further action by any party hereto, to have sold to each BankLender, and each Bank Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing BankLender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears their respective Commitments bear to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments . As of the other Banks are extended on such date in accordance with Section 2.01(c)hereof, such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event Borrower has requested that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Existing Letters of Credit shall remain at be deemed issued hereunder effective as of the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Effective Date. If and to On the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedEffective Date, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Existing Letters of Credit shall be conditioned upon deemed issued hereunder as Letters of Credit hereunder, each “Issuing Lender” under the Existing Credit Facility shall be deemed to have released each lender under the Existing Credit Facility from their having done soparticipations therein, and each Lender here under shall be deemed to have thereby purchased a ratable participation in each Existing Letter of Credit in the manner set forth above in this Section.

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Extended Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein, each the applicable Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any the relevant Borrower, one or more Letters of Credit; provided thatprovided, immediately after each however, that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall not exceed the aggregate amount Letter of the CommitmentsCredit Sublimit, or (ii) the aggregate outstanding principal amount of Loans to any Borrower plus Credit Extensions (including Swingline Loans) would exceed the aggregate amount of limitations set forth in SECTION 2.01(a) provided, further, that no Letter of Credit Liabilities for shall be issued unless an Issuing Bank shall have received notice from the account Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h), or (y) if the aggregate undrawn amount under Letters of Credit issued by such Borrower shall Issuing Bank then outstanding does not exceed the Maximum Availability amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank); and provided further that an Issuing Bank shall not be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Borrower and Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally, or (iiiC) any Lender is at such time a Deteriorating Lender hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Issuing Bank’s risk of full reimbursement with respect to such Letter of Credit. A permanent reduction of the Total Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Total Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Total Commitments. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Issuing Bank, provided that (A) until the Administrative Agent advises any such Issuing Bank that the provisions of SECTION 6.10 have been or would be violated, or (B) the aggregate amount of the Letter Letters of Credit Liabilities issued in any such week exceeds such amount as shall not exceed $1,000,000,000. Upon the date of issuance be agreed by the Administrative Agent and the Issuing Bank of a Letter of CreditBank, the such Issuing Bank shall be deemed, without further action by any party hereto, required to have sold to so notify the Administrative Agent in writing only once each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments week of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued by such Issuing Bank during the level existing immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to the proposed extension, regardless of whether the expiry of any be furnished on such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination day of the participations in Letters of Credit pursuant to clause (i) of week as the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, Administrative Agent and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soIssuing Bank may agree.

Letters of Credit. (a) Subject to the terms and conditions hereofof this Agreement, each Issuing Bank Agent agrees to issue Letters of Credit hereunder cause the L/C Issuer from time to time before its Commitment Termination Date upon during the request and Term to issue standby letters of credit or documentary letters of credit for the account of any Borrower; provided thatBorrower (each standby letter of credit or documentary letter of credit, immediately after as applicable, a “Letter of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to documentary letters of credit which comply with the provisions of this Appendix B issued by an Underlying Issuer for the account of Borrower (each Letter of Credit or L/C Undertaking, as the context requires, constituting or relating to a documentary letter of credit is issuedreferred to in this Agreement as a “Documentary Letter of Credit” and each Letter of Credit or L/C Undertaking, as the context requires, constituting or relating to a standby letter of credit is referred to in this Agreement as a “Standby Letter of Credit”); provided, however, that the L/C Issuer will not be required to issue, purchase or execute a requested Documentary Letter of Credit or a requested Standby Letter of Credit if any of the following would result after giving effect thereto: (i) the Utilization shall not Letter of Credit Usage would exceed the aggregate Facility Cap minus the amount of the Commitments, Advances then outstanding or (ii) the aggregate outstanding principal face amount of Loans to any Borrower plus the aggregate amount of Letter all Standby Letters of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter Documentary Letters of Credit Liabilities shall not then outstanding would exceed $1,000,000,000500,000. Upon the date of issuance by the Issuing Bank of If L/C Issuer is obligated to advance funds under a Documentary Letter of Credit, Borrower immediately shall reimburse such L/C Disbursement to L/C Issuer by paying to Agent an amount equal to such L/C Disbursement not later than 1:00 p.m. (New York City time) on the Issuing Bank date that such L/C Disbursement is made, if Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 12:00 p.m. (New York City time) on such date, or, if such notice has not been received by Borrower prior to such time on such date, then not later than 1:00 p.m. (New York City time), on the first Business Day that Borrower has such notice prior to 12:00 p.m. (New York City time), and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemeddeemed to be an Advance hereunder and, without further action by any party heretothereafter, shall bear interest at the Applicable Rate for Advances. To the extent an L/C Disbursement is deemed to have sold be an Advance hereunder, Borrower’s obligation to each Bank, and each Bank reimburse such L/C Disbursement shall be deemed, without further action discharged and replaced by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter resulting Advance. The Documentary Letters of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Standby Letters of Credit that have not been drawn upon shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sobear interest.

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing Bank LC Bank, in reliance on the agreements of the Facility Agents set forth in Section 2.11, agrees to issue standby and documentary letters of credit (the “Letters of Credit hereunder Credit”) for the account of the Seller on any Business Day during the period from the Effective Date to the Termination Date (or, in the case of an LC Bank in a Non-Extending Purchase Group, the applicable Non-Extension Date) in such form as may be approved from time to time before its Commitment Termination Date upon the request and for the account of any Borrowerby such LC Bank; provided that, immediately after each that no LC Bank shall have any obligation to Issue any Letter of Credit is issuedif, after giving effect to such Issuance, (i) without the Utilization shall not exceed the aggregate amount consent of the Commitmentsapplicable LC Bank, the LC Obligations owed to such LC Bank at such time would exceed such LC Bank’s LC Bank Sublimit, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not Percentage Interest would exceed the Maximum Availability of such Borrower 100% (95% if a Downgrade Event exists and is continuing), (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments Scheduled Termination Date shall have been extended pursuant to Section 2.16 with respect to some but not all of the other Banks Purchase Groups, the portion of the LC Obligations attributable to Letters of Credit with expiry dates after the next Non-Extension Date will exceed the portion of the Maximum Net Investment attributable to the Maximum Net Investment of the Purchase Groups that are not extended Non-Extending Purchase Groups or (iv) any Committed Purchaser is a Defaulting Purchaser, unless (x) arrangements with respect to such Defaulting Purchaser have been made which are reasonably satisfactory to such LC Bank to mitigate such LC Bank’s risk with respect to such Defaulting Purchaser (as to both existing Letters of Credit and any proposed new Issuance), (y) the Seller has fulfilled the requirements set forth in Section 2.12(a), or (z) such Defaulting Purchaser has assigned all of its rights, interests and obligations hereunder to Assignee(s) in accordance with Section 2.01(c), then such Bank’s participation in all Letters Sections 11.02 and 11.08 hereof. Each Letter of Credit shall remain (A) be denominated in Dollars, (B) have a face amount of at least $1,000,000, (C) expire no later than the level existing earlier of (1) the first anniversary of its date of issuance and (2) the date that is five Business Days prior to the proposed extensionScheduled Termination Date (or, regardless in the case of whether an LC Bank in a Non-Extending Purchase Group, the expiry of applicable Non-Extension Date), provided that any such Letters Letter of Credit extends with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond such Bank’s Commitment Termination Date. If and the date referred to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i2) above) and (D) provide for the payment of sight drafts or other written demands for payment no earlier than the foregoing proviso within the limits of the Commitments which are not terminatednext Business Day after being presented for honor thereunder (as long as presented by 2:00 P.M., New York City time, on such Business Day, and, if presented after 2:00 P.M., the Borrowers shall prepay on such date all or a portion of second Business Day after being presented) in accordance with the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, terms thereof and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sowhen accompanied by the documents described therein.

Letters of Credit. (a) Subject to the terms and conditions hereof, each the Issuing Bank agrees to issue Letters of Credit hereunder denominated in Dollars from time to time before its Commitment the tenth day before the Termination Date upon the request and for of the account of any Borrower; provided PROVIDED that, immediately after each Letter of Credit is issued, issued (i) the Utilization aggregate Dollar Amount of Loans and Letter of Credit Liabilities shall not exceed the aggregate amount of the Commitments, Commitments and (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,00010,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears their respective Commitments bear to the aggregate Commitments; provided that . On the Closing Date, if all of the conditions set forth in Article 3 (i) if other than the scheduled Commitment Termination Date receipt by the Issuing Bank of a Notice of Issuance) shall be satisfied, each of the letters of credit issued by Xxxxxx Bank falls prior and Trust Company and identified on Schedule 2.16 (the "EXISTING LETTERS OF CREDIT") shall be deemed to be Letters of Credit for all purposes hereof, and the expiry date Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in each of a the Existing Letters of Credit and the related Letter of Credit then outstanding and Liabilities in the proportion their respective Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect bear to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soaggregate Commitments.

Letters of Credit. (a) Subject to the terms and conditions hereof, each the Issuing Bank agrees to Lender designated by a Borrower for a specific issuance shall issue Letters of Credit hereunder denominated in Dollars or in an Alternative Currency (as designated by the Borrower) from time to time before its Commitment the fifth Euro-Currency Business Day preceding the Termination Date upon the request and for the account of any such Borrower’s request; provided that, immediately after each Letter of Credit is issued, issued (i) the Utilization Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, Commitments and (ii) the aggregate outstanding principal amount Dollar Amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000300,000,000. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the Letter of Credit so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Upon the date of issuance by the Issuing Bank Lender of a Letter of Credit, the Issuing Bank Lender shall be deemed, without further action by any party hereto, to have sold to each BankLender, and each Bank Lender shall be deemed, without further action by any party hereto, to have purchased from the Issuing BankLender, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears their respective Commitments bear to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (a) Subject to the terms and conditions hereofset forth herein, each Issuing Bank agrees to issue the Borrower may request the issuance of Letters of Credit hereunder for its own account or the account of any other Person, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank issuing such Letter of Credit, at any time and from time to time before its prior to the Revolving Commitment Termination Date upon the request and for the account of any BorrowerDate; provided that, immediately after each that no Issuing Bank shall be obligated to issue any Letter of Credit is issued, (i) that would result in the Utilization shall not aggregate undrawn or drawn and unreimbursed amount of Letters of Credit outstanding issued by all Issuing Banks to exceed the aggregate amount of the CommitmentsLC Issuance Limit, or (ii) at any time a Lender is a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)); provided further, no Initial Issuing Bank shall be obligated to issue any Letter of Credit that would result in the aggregate outstanding principal undrawn or drawn and unreimbursed amount of Loans Letters of Credit outstanding issued by such Initial Issuing Bank to any Borrower plus exceed one-half (50%) of the difference of (x) the LC Issuance Limit minus (y) the aggregate undrawn or drawn and unreimbursed amount of Letters of Credit outstanding issued by Issuing Banks other than the Initial Issuing Banks. In the event of (i) any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank of a relating to any Letter of Credit, or (ii) any terms and conditions supplemental to the Issuing Bank shall be deemed, without further action by terms and conditions of this Agreement contained in any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such form of Letter of Credit Application or such other agreement, in each case, the terms and the related Letter conditions of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding this Agreement shall control and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, supplemental terms and the participations of the other Banks therein conditions shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soignored.

Letters of Credit. (a) Subject to the terms and conditions hereofset forth in this Agreement, each Issuing Bank agrees on and after the Closing Date until (but excluding) the Availability Expiration Date, the Agent, upon the request of the Borrower, shall use its best efforts to cause a bank or financial institution acceptable to the Agent and the Borrower to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account or benefit of the Borrower or any Borrower; provided that, immediately after each of its Affiliates. Each Letter of Credit is issuedshall be requested in accordance with the Borrower's or such Affiliate's ordinary business requirements in the operation and development of Facilities to support equity commitments or obligations of such Person under power purchase or other material project agreements, each with (i) a tenor and containing terms acceptable to the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of CreditBorrower, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, Agent and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in issuer of such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event case of a Letter of Credit issued for the account or benefit of an Affiliate that is not wholly owned by the Commitments Borrower, a purpose and benefit to the Borrower reasonably acceptable to the Lender. The Agent shall not be required to use its best efforts to cause, and the Borrower shall not request, the issuance of any Letter of Credit if (i) after giving effect thereto, the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in maximum aggregate amount of all Letters of Credit shall remain and Revolving Credit Loans outstanding at such time would exceed the level existing prior lesser of (A) the Maximum Amount of the Facility and (B) 87% of the Projected Adjusted Consolidated Unrestricted Cash Flow at such time projected to be received by the Borrower for the period commencing on the Availability Expiration Date until the Term Loan Maturity Date and discounted at a discount rate equal from time to time to the proposed extension, regardless of whether the expiry current applicable interest rate under Section 4.1; or (ii) a default of any Lender's obligations to fund under this Section 2.11 exists, or any Lender is a Defaulting Lender, unless the Agent has entered into satisfactory arrangements with the Borrower to eliminate the Agent's risk with respect to such Letters Lender, including cash collateralization of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination Lender's Proportionate Share of the participations Obligations in Letters respect of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (a) Subject to In the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided event that, immediately on or after each Letter of Credit is issuedthe CAM Exchange Date, (i) the Utilization shall not exceed the aggregate amount of the CommitmentsDesignated Obligations shall change as a result of the making of a US Borrower L/C Disbursement by the Issuing Lender that is not reimbursed by the US Borrower, then (i) each US Borrower L/C Participant shall pay its US Borrower Revolving Percentage of such unreimbursed US Borrower L/C Disbursement to the Administrative Agent, in accordance with Section 3.4, and the Administrative Agent will promptly pay to the Issuing Lender the amounts so received by it from the US Borrower L/C Participants, (ii) the aggregate outstanding principal amount Administrative Agent shall redetermine the CAM Percentages after giving effect to such US Borrower L/C Disbursement and the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentages (as so redetermined) in the Designated Obligations in each Class of Loans to any Borrower plus the aggregate amount and each other category of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower Designated Obligations, and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date event distributions shall have been made in accordance with Section 2.01(c10.1(b), the Lenders shall make such Bank’s participation payments to one another as shall be necessary in order that the amounts received by the Lenders shall be equal to the amounts they would have received had each US Borrower L/C Disbursement been outstanding on the CAM Exchange Date. Each such Letter of Credit redetermination shall terminate be binding on its Commitment Termination Date, and the participations each of the other Banks therein Lenders and their successors and assigns and shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in conclusive, absent manifest error. In the event that the Commitments of the other Banks are not extended any US Borrower L/C Participant shall default in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior its obligation to pay over any amount to the proposed extension, regardless of whether the expiry Administrative Agent in respect of any US Borrower L/C Disbursement as provided in this Section 10.2, 107 the Issuing Lender shall have a claim against such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and Lender to the same extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay as if such Lender had defaulted on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soits obligations under Section 3.4.

Letters of Credit. (a) Subject to the terms and conditions hereofset forth herein, each Issuing Bank agrees to issue the Borrower may request the issuance of Letters of Credit hereunder for its own account or the account of any other Person, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank issuing such Letter of Credit, at any time and from time to time before its prior to the Revolving Commitment Termination Date upon the request and for the account of any BorrowerDate; provided that, immediately after each that no Issuing Bank shall be obligated to issue any Letter of Credit is issued, (i) that would result in the Utilization shall not aggregate undrawn or drawn and unreimbursed amount of Letters of Credit outstanding issued by all Issuing Banks to exceed the aggregate amount of the Commitments, LC Issuance Limit or (ii) at any time a Lender is a Defaulting Lender, unless, in the aggregate outstanding principal amount case of Loans this clause (ii), (A) such Defaulting Lender’s Applicable Percentage of such Issuing Bank’s percentage of the LC Exposure has been reallocated to any the other Lenders as provided in Section 2.23(c) and/or (B) such Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to such Issuing Bank (in its sole and reasonable discretion) with the Borrower plus the aggregate amount of or such Lender to eliminate such Issuing Bank’s Fronting Exposure with respect to such Letter of Credit Liabilities for the account of such Borrower as provided in Section 2.05(k); provided further that no Issuing Bank shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the be obligated to issue any Letter of Credit Liabilities shall not that would result in the aggregate undrawn or drawn and unreimbursed amount of Letters of Credit outstanding issued by such Issuing Bank to exceed $1,000,000,000. Upon the date of issuance “Maximum LC Issuance Amount” for such Issuing Bank set forth opposite such Issuing Bank’s name on Annex II attached hereto (as may be amended from time to time by the Administrative Agent, the Borrower and each Issuing Bank affected thereby). In the event of a (i) any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and or (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior any terms and conditions supplemental to the proposed extension, regardless terms and conditions of whether the expiry of this Agreement contained in any such Letters form of Credit extends beyond letter of credit application or such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations other agreement, in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedeach case, the Borrowers terms and conditions of this Agreement shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, control and such redetermination supplemental terms and termination of participations in outstanding Letters of Credit conditions shall be conditioned upon their having done soignored.

Letters of Credit. (a) Subject to The Issuing Bank agrees, on the terms and conditions hereofhereinafter set forth, each to issue letters of credit for Parent Borrower's account, or to cause the issuance of letters of credit for Parent Borrower's account by a bank or other legally authorized Person selected by or acceptable to the Issuing Bank agrees in its discretion and reasonably acceptable to issue Letters the Administrative Agent (each, an "L/C Issuer"), such letters of Credit hereunder credit to be guaranteed by the Issuing Bank; PROVIDED, HOWEVER, that, if the L/C Issuer is a Lender, then the Issuing Bank shall not guarantee letters of credit issued by such an L/C Issuer, but rather each Lender shall purchase (or be deemed to have purchased) risk participations in all such letters of credit issued by such an L/C Issuer with the written consent of the Issuing Bank (such letters of credit, whether issued by the Issuing Bank or issued by an L/C Issuer and guaranteed by the Issuing Bank, or issued by an L/C Issuer which is a Lender and in which each Lender shall have purchased or be deemed to have purchased risk participations, the "LETTERS OF CREDIT") from time to time on any Business Day during the period from the Effective Date until 60 days before its Commitment the Termination Date upon (i) in an aggregate Available Amount for all Letters of Credit not to exceed at any time the request and for the account of any Borrower; provided that, immediately after each Issuing Bank's Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, Commitment at such time and (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of in an Available Amount for each such Letter of Credit Liabilities for the account of such Borrower shall not to exceed the Maximum Availability lesser of (x) the Unused Working Capital Commitments of the Lenders at such Borrower time and (iiiy) the aggregate amount Loan Value of the applicable Eligible Collateral at such time; PROVIDED, FURTHER, that upon request of the Parent Borrower, the Issuing Bank may, in its and the Administrative Agent's sole discretion, issue or cause to be issued, Letters of Credit for Parent Borrower's account denominated in currencies other than United States dollars and otherwise on the terms and conditions set forth herein. No Letter of Credit shall have an expiration date (including all rights of the Parent Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of Standby Letters of Credit, one year after the date of issuance thereof and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof. Within the limits of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon Facility, and subject to the date of issuance by the Issuing Bank of a Letter of Creditlimits referred to above, the Issuing Bank shall be deemedParent Borrower may request the issuance of Letters of Credit under this Section 2.01(b), without further action by repay any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the related Letter issuance of additional Letters of Credit Liabilities in under this Section 2.01(b). Notwithstanding the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c)foregoing, such Bank’s participation in such no Letter of Credit shall terminate on its Commitment Termination Date, and be issued if the participations sum of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination Available Amount of the Commitment Letter of such former Bank; and (ii) in Credit to be issued plus the event that the Commitments aggregate principal amount of the other Banks are not extended in accordance with Section 2.01(c), then Advances outstanding at such Bank’s participation in time plus the aggregate Available Amount of all Letters of Credit shall remain outstanding at such time would exceed the level existing prior maximum amount of Indebtedness (as such term is defined in the Senior Notes Indenture) permitted to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to be incurred under clause (i) of the foregoing proviso within the limits second paragraph of Section 4.03 of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soSenior Notes Indenture.

Letters of Credit. (a) Subject to Each Issuing Bank agrees, on the terms and conditions hereofherein set forth, each Issuing Bank agrees to issue Letters of Credit hereunder for the account of the Borrower or any Subsidiary of the Borrower from time to time before its Commitment Termination Date upon on any Business Day during the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon period from the date of issuance by hereof until one month before the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate CommitmentsMaturity Date; provided that (i) if at no time shall the scheduled Commitment Termination Letter of Credit Liabilities exceed $100,000,000, nor shall any Lender that is an Issuing Bank have any obligation, without such Lender’s consent, to issue Letters of Credit that exceed, in the aggregate, $50,000,000, (ii) no Letter of Credit shall have a Stated Expiry Date later than the earlier of a Bank falls one year from the date of its issuance and five (5) Business Days prior to the expiry Maturity Date, and (iii) at no time shall a Letter of Credit be issued if, after giving effect thereto, the sum of the aggregate amount of Advances plus the outstanding Letter of Credit Liabilities exceeds the Commitments. Each Letter of Credit shall be issued on notice given by the Borrower to an Issuing Bank and the Administrative Agent (which shall give to each Lender prompt notice thereof) not later than 12:00 P.M. (New York City time) on the third Business Day prior to the date of the issuance of the proposed Letter of Credit. Each such notice of a Letter of Credit then outstanding and (a “Notice of Letter of Credit”) shall be by telecopier, in substantially the Commitments form of Exhibit C, specifying therein the other Banks are extended on such requested (i) date in accordance with Section 2.01(c), such Bank’s participation in of issuance of such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein (which shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and a Business Day), (ii) amount of such Letter of Credit (which must be in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(cDollars), then (iii) expiration date of such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters Letter of Credit, and (iv) purpose and terms of such redetermination and termination of participations in outstanding Letters Letter of Credit and other information contemplated by Exhibit C. Additionally, if requested by an Issuing Bank, the Borrower shall be conditioned execute and deliver to such Issuing Bank, an application for letter of credit on such Issuing Bank’s standard form or on another form agreed upon their having done soby the Borrower and such Issuing Bank.

Letters of Credit. (a) On the Closing Date, the Existing Letters of Credit will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder for the account of the Parent Borrower by the applicable Issuing Lender, whether or not such Existing Letters of Credit satisfy the requirements to be issued as a Letter of Credit hereunder. Subject to and upon the terms and conditions hereof, each the Parent Borrower may request that the applicable Issuing Bank agrees Lender issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to issue this Section 3.1(a), the “Letters of Credit hereunder Credit” or “L/Cs”) for the account of the Parent Borrower or any of its Subsidiaries (so long as a Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day during the Tranche B-1 Revolving Commitment Period but in no event later than the 30th day prior to the Tranche B-1 Revolving Maturity Date in such form as may be approved from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of by such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate CommitmentsLender; provided that (ix) if no Letter of Credit shall be issued if, after giving effect to such issuance, (1) the scheduled aggregate L/C Obligations in respect of Letters of Credit issued by it would exceed its L/C Commitment Termination Date Amount or (2) the Aggregate Outstanding Revolving Credit of a Bank falls prior all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect (it being understood and agreed that the Administrative Agent shall, to the expiry date extent reasonably requested by an Issuing Lender, reasonably assist such Issuing Lender in calculating the aggregate L/C Obligations in respect of Letters of Credit issued by such Issuing Lender and the Aggregate Outstanding Revolving Credit of such Issuing Lender for purposes of determining compliance with clauses (1) and (2) of this clause (x)) and (y) a Letter of Credit then outstanding and shall be issued by an Issuing Lender, unless the Commitments L/C Obligations in respect of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter Letters of Credit shall terminate on its issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments Amount after giving effect to the termination issuance of such Letter of Credit (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the Commitment then outstanding Revolving Loans in any Designated Foreign Currency and the then outstanding L/C Obligations in respect of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all any Letters of Credit shall remain at denominated in any Designated Foreign Currency on the level existing prior date on which the Parent Borrower has given the Administrative Agent a L/C Request with respect to the proposed extension, regardless of whether the expiry of any such Letters Letter of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination for purposes of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done sodetermining compliance with this Section 3.1).

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, the Borrower may request a Fronting Bank, at any time and from time to time after the date hereof and prior to the Termination Date, to issue, and, subject to the terms and conditions hereofcontained herein, each Issuing such Fronting Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any Borrower; the Borrower or a Guarantor one or more Letters of Credit, provided that, immediately after each that no -------- Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall not exceed the aggregate amount of the Commitments, $200,000,000 or (ii) the aggregate Letter of Credit Outstandings, when added to the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Loans, would exceed the Total Commitment and, provided -------- further that no Letter of Credit Liabilities for shall be issued if the account Fronting Bank shall have ------- received notice from the Agent or the Required Banks that the conditions to such issuance have not been met. No Letter of Credit shall expire later than 60 days after the Maturity Date, provided that if any Letter of Credit shall be outstanding on the Termination -------- Date, the Borrower shall, at or prior to the Termination Date, except as the Agent may otherwise agree in writing, (i) cause all Letters of Credit which expire after the Termination Date to be returned to the Fronting Bank undrawn and marked "canceled" or (ii) if the Borrower is unable to do so in whole or in part, either (x) provide a "back-to-back" letter of credit to one or more Fronting Banks in a form satisfactory to such Borrower shall not exceed Fronting Bank and the Maximum Availability Agent (in their sole discretion), issued by a bank satisfactory to such Fronting Bank and the Agent (in their sole discretion), is in an amount equal to 105% of such Borrower and (iii) the aggregate then undrawn stated amount of all outstanding Letters of Credit issued by such Fronting Banks and/or (y) deposit cash in the Letter of Credit Liabilities Account in an amount equal to 105% of the then undrawn stated amount of all Letter of Credit Outstandings as collateral security for the Borrower's reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of such reimbursement obligations. The Borrower shall pay to each Fronting Bank, in addition to such other fees and charges as are specifically provided for in Section 2.21 hereof, such fees and charges in connection with the issuance and processing of the Letters of Credit issued by such Fronting Bank as are customarily imposed by such Fronting Bank from time to time in connection with letter of credit transactions. Drafts drawn under each Letter of Credit shall be reimbursed by the Borrower in Dollars not exceed $1,000,000,000. Upon later than the first Business Day following the date of draw and shall bear interest from the date of draw until the first Business Day following the date of draw at a rate per annum equal to the Alternate Base Rate plus the ---- Applicable Margin and thereafter until reimbursed in full at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin plus two percent ---- ---- (2%) (computed on the basis of the actual number of days elapsed over a year of 360 days). The Borrower shall effect such reimbursement (x) if such draw occurs prior to the Termination Date (or the earlier date of termination of the Total Commitment), in cash or through a Borrowing without the satisfaction of the conditions precedent set forth in Section 4.02 or (y) if such draw occurs on or after the Termination Date (or the earlier date of termination of the Total Commitment), in cash. Each Bank agrees to make the Loans described in clause (x) of the preceding sentence notwithstanding a failure to satisfy the applicable lending conditions thereto or the provisions of Sections 2.02. Immediately upon the issuance of any Letter of Credit by any Fronting Bank, such Fronting Bank shall be deemed to have sold to each Bank other than such Fronting Bank and each such other Bank shall be deemed unconditionally and irrevocably to have purchased from such Fronting Bank, without recourse or warranty, an undivided interest and participation, to the Issuing extent of such Bank's Commitment Percentage, in such Letter of Credit, each drawing thereunder and the obligations of the Borrower and the Guarantors under this Agreement with respect thereto. Upon any change in the Commitments pursuant to Section 10.03, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Commitment Percentages of the assigning and assignee Banks. Any action taken or omitted by a Fronting Bank of under or in connection with a Letter of Credit, if taken or omitted in the Issuing absence of gross negligence or willful misconduct, shall not create for such Fronting Bank any resulting liability to any other Bank. In the event that a Fronting Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Fronting Bank pursuant to this Section, the Fronting Bank shall be deemedpromptly notify the Agent, without further action by any party hereto, to have sold to which shall promptly notify each BankBank of such failure, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit promptly and the related Letter of Credit Liabilities in the proportion its Commitment bears unconditionally pay to the aggregate Commitments; provided that (i) if Agent for the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments account of the other Banks are extended on such date in accordance with Section 2.01(c), Fronting Bank the amount of such Bank’s participation 's Commitment Percentage of such unreimbursed payment in such Letter of Credit shall terminate on its Commitment Termination DateDollars and in same day funds. If the Fronting Bank so notifies the Agent, and the participations Agent so notifies the Banks prior to 11:00 a.m. (New York City time) on any Business Day, such Banks shall make available to the Fronting Bank such Bank's Commitment Percentage of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment amount of such former Bank; and (ii) payment on such Business Day in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Datesame day funds. If and to the extent necessary to permit redetermination such Bank shall not have so made its Commitment Percentage of the participations in Letters amount of Credit pursuant such payment available to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedFronting Bank, the Borrowers shall prepay such Bank agrees to pay to such Fronting Bank, forthwith on demand such amount, together with interest thereon, for each day from such date all or a portion until the date such amount is paid to the Agent for the account of such Fronting Bank at the outstanding Loans and/or secure cancellation Federal Funds Effective Rate. The failure of outstanding Letters any Bank to make available to the Fronting Bank its Commitment Percentage of Credit, and such redetermination and termination of participations in outstanding Letters any payment under any Letter of Credit shall not relieve any other Bank of its obligation hereunder to make available to the Fronting Bank its Commitment Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Bank shall be conditioned upon their having done soresponsible for the failure of any other Bank to make available to such Fronting Bank such other Bank's Commitment Percentage of any such payment. Whenever a Fronting Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Banks pursuant to this paragraph, such Fronting Bank shall pay to each Bank which has paid its Commitment Percentage thereof, in Dollars and in same day funds, an amount equal to such Bank's Commitment Percentage thereof.

Letters of Credit. (a) Subject to On the terms and conditions hereofhereinafter set forth, each Issuing Bank agrees to issue Letters the Agent, or an Affiliate of Credit hereunder Agent, shall from time to time before its Commitment Termination during the period beginning on the Effective Date and ending on the Maturity Date upon the request and of Borrower or a Subsidiary issue standby Letters of Credit for the account of Borrower or a Subsidiary (the “Letters of Credit”) in such face amounts as Borrower or a Subsidiary may request, but not to exceed in the aggregate face amount at any Borrower; provided thattime outstanding the sum of Two Million and No/100 Dollars ($2,000,000.00). The face amount of all Letters of Credit issued and outstanding hereunder shall be considered as Advances on the Commitment for Borrowing Base purposes and all payments made by the Agent, immediately after each or any issuing Affiliate of Agent, on such Letters of Credit shall be considered as Advances under the Notes. Each Letter of Credit is issued, issued for the account of Borrower or a Subsidiary hereunder shall (i) the Utilization shall not exceed the aggregate amount be in favor of the Commitmentssuch beneficiaries as are specifically requested by Borrower or a Subsidiary for purposes of securing Borrower’s or a Subsidiary’s obligations associated with its oil and gas operations and activities, or securing Borrower’s or a Subsidiary’s obligations in connection with Rate Management Transactions permitted under this Agreement, (ii) have an expiration date not exceeding the aggregate outstanding principal amount earlier of Loans to any Borrower plus (a) one year or (b) the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower Maturity Date, and (iii) contain such other terms and provisions as may be required by Agent. Each Lender (other than Agent, except in cases where an Affiliate of Agent is the aggregate amount issuer) agrees that, upon issuance of the any Letter of Credit Liabilities hereunder, it shall automatically acquire a participation in the Agent’s, or its issuing Affiliate’s, liability under such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of such liability, and each Lender (other than Agent, except in cases where an Affiliate of Agent is the issuer) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not exceed $1,000,000,000as surety, and shall be unconditionally obligated to Agent, or its issuing Affiliate, to pay and discharge when due, its Commitment Percentage of Agent’s, or its issuing Affiliate’s, liability under such Letter of Credit. Borrower hereby unconditionally agrees to pay and reimburse the Agent, or its issuing Affiliate, for the amount of each demand for payment under any Letter of Credit that is in compliance with the provisions of any such Letter of Credit at or prior to the date on which payment is to be made by the Agent, or its issuing Affiliate, to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon the date receipt from any beneficiary of issuance by the Issuing Bank any Letter of a Credit of any demand for payment under such Letter of Credit, the Issuing Bank Agent shall promptly notify the Borrower of the demand and the date upon which such payment is to be deemedmade by the Agent, without further action by any party heretoor its issuing Affiliate, to have sold such beneficiary in respect of such demand. Forthwith upon receipt of such notice from the Agent, Borrower shall advise the Agent whether or not Borrower intends to borrow hereunder to finance its obligations to reimburse the Agent, or its issuing Affiliate, and if so, submit a Notice of Borrowing as provided in Section 2(c) hereof. If Borrower fails to so advise Agent and thereafter fails to reimburse Agent, or its issuing Affiliate, the Agent shall notify each BankLender of the demand and the failure of the Borrower to reimburse the Agent, or its issuing Affiliate, and each Bank Lender shall reimburse the Agent, or its issuing Affiliate, for its Commitment Percentage of each such draw paid by the Agent, or its issuing Affiliate, and unreimbursed by the Borrower. All such amounts paid by Agent, or its issuing Affiliate, and/or reimbursed by the Lenders shall be deemedtreated as an Advance or Advances under the Commitment, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein which Advances shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; immediately due and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit payable and shall remain bear interest at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soMaximum Rate.

Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions hereofset forth herein, (A) each Issuing Bank agrees L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03 and within the limits of its L/C Commitment (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and denominated in Dollars or in one or more Alternative Currencies for the account of the Company in an amount not to exceed the aggregate Unused Revolving Credit Commitments at such time and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company and any Borrowerdrawings thereunder; provided that, immediately that after each giving effect to any L/C Credit Extension with respect to any Letter of Credit is issuedCredit, (ix) the Utilization Total Outstandings shall not exceed the aggregate amount of the CommitmentsRevolving Credit Facility, (iiy) the aggregate outstanding principal amount Total Outstandings of Loans to any Borrower plus each Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, and (z) the aggregate amount Outstanding Amount of Letter of Credit Liabilities for the account of such Borrower L/C Obligations shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000Sublimit. Upon the date of issuance Each request by the Issuing Bank of a Letter of Credit, Company for the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date issuance or amendment of a Letter of Credit then outstanding and shall be deemed to be a representation by the Commitments of Company that the other Banks are extended on such date L/C Credit Extension so requested complies with the conditions set forth in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Datethe proviso to the preceding sentence. Within the foregoing limits, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect subject to the termination of the Commitment of such former Bank; terms and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminatedconditions hereof, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Company’s ability to obtain Letters of Credit shall be conditioned fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon their having done soand reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Letters of Credit. (a) Subject During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to this Section 2.23, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereofhereinafter set forth; provided, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided that, immediately after that (i) each Letter of Credit is issued, shall expire not later than the earlier of (ix) the Utilization shall not exceed date one year after the aggregate amount date of issuance of such Letter of Credit (or in the Commitmentscase of any renewal or extension thereof, one year after such renewal or extension), and (y) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of each Letter of Credit Liabilities for shall be in a stated amount of at least $1,000,000 (in the account case of such Borrower shall not exceed any standby Letter of Credit) or $100,000 (in the Maximum Availability case of such Borrower any trade Letter of Credit), and (iii) the aggregate amount of the Letter of Credit Liabilities shall Borrower may not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposures of all Lenders would exceed the LC Commitment, or (B) the aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitment Amount. Upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, recourse a participation in such Letter of Credit and equal to such Lender’s Pro Rata Share of the related aggregate amount available to be drawn under such Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date Credit. Each issuance of a Letter of Credit then outstanding and shall be deemed to utilize the Commitments Revolving Commitment of each Lender by an amount equal to the other Banks are extended on amount of such date in accordance with Section 2.01(c), such Bank’s participation in such participation. Any Letter of Credit shall terminate on its may provide for automatic renewal for additional subsequent periods of 12-months (but in no event to a date which is later than five (5) Business Days prior to the Revolving Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.

Letters of Credit. (a) Subject to the terms and conditions hereof, each Issuing LC Bank agrees to shall issue or cause the issuance of Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and (“Letters of Credit”) on behalf of Seller (and, if applicable, on behalf of, or for the account of, such Originator in favor of such beneficiaries as such Originator may elect); provided, however, that no LC Bank will be required to issue or cause to be issued any Borrower; provided that, immediately after each Letter Letters of Credit is issuedto the extent that after giving effect thereto the issuance of such Letters of Credit would then cause (a) the Exposure to exceed the Purchase Limit, (ib) the Utilization shall not LC Participation Amount with respect to such LC Bank to exceed its Commitment or (c) the Aggregate LC Participation Amount to exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000LC Sublimit. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter All amounts drawn upon Letters of Credit shall terminate on its Commitment Termination Date, and the participations accrue Discount for each day such drawn amounts shall have not been reimbursed. Each of the other Banks therein shall be redetermined pro rata in proportion to their Commitments parties hereto hereby acknowledge and agree that after giving effect to the termination Xxxxx Payoff Letter and the Subsequent LC Transfer Agreement, none of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding “Letters of Credit” (as defined in the Original Agreement) that were issued by Xxxxx, as LC Bank, under the Original Agreement shall be deemed to be issued or outstanding under this Agreement, and such redetermination that Xxxxx shall have no rights, interest or benefits with respect to this Agreement, any Pool Asset or any proceeds thereof. For the avoidance of doubt, after giving effect to the Xxxxx Payoff Letter and termination the Subsequent LC Transfer Agreement, the Seller shall have no obligation under the Original Agreement or under this Agreement to reimburse Xxxxx, as LC Bank, for any drawing under any “Letter of participations Credit” (as defined in outstanding Letters of Credit shall be conditioned upon their having done sothe Original Agreement) that was issued by Xxxxx, as LC Bank, under the Original Agreement.

Letters of Credit. (a) Subject The Agent further agrees to Issue or cause to be Issued by a Lender that agrees, in each case, to be the Issuer, Letters for Borrower’s account for any purpose acceptable to the Agent in its reasonable discretion (the Agent or such Lender thereby becoming an Issuer), with an expiration date not later than the earlier of (a) one year after the date of Issuance, or (b) the fifth day prior to the Maturity Date, in amounts up to the lesser of: (y) Ninety Million Dollars ($90,000,000) minus the then outstanding LC Obligations; or (z) the Available Amount, for the benefit of one or more beneficiaries to be named by Borrower (the “Beneficiary”, whether one or more), in form and substance acceptable to the Agent. Letters which provide for an automatic extension of the expiration date may not automatically extend for more than one year at each extension and shall, in the sole discretion of the Agent, not be allowed to automatically extend to a date later than the fifth day prior to the Maturity Date; provided, however, that a Letter may mature up to one year after the Maturity Date if such Letter is cash collateralized no later than 5 days prior to the Maturity Date on terms and conditions hereofacceptable to the Agent and the applicable Issuer in an amount equal to the undrawn face amount thereof. In order to effect the Issuance of each Letter, each Issuing Bank agrees Borrower shall deliver to issue Letters the Agent a letter of Credit hereunder from time credit application (the “Application”) not later than 11:00 a.m. (Denver, Colorado time), five (5) Business Days prior to time before its Commitment Termination Date upon the request proposed date of Issuance of the Letter. The Application shall be duly executed by a responsible officer of Borrower, shall be irrevocable and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, shall (i) specify the Utilization shall not exceed the aggregate amount of the Commitments, day on which such Letter is to be Issued (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank which shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(cBusiness Day), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in be accompanied by a certificate executed by a responsible officer setting forth calculations evidencing availability for the event Letter and stating that all conditions precedent to such Issuance have been satisfied. Each Letter shall (i) provide for the Commitments payment of drafts presented for honor thereunder by the other Banks are not extended Beneficiary in accordance with Section 2.01(cthe terms thereof, when such drafts are accompanied by the documents described in the Letter, if any, and (ii) to the extent not inconsistent with the express terms hereof or the applicable Application, be subject, as applicable, to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 600 or the International Standby Practices (ISP 98–International Chamber Of Commerce Publication Number 590) (in each case, together with any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by Issuer, the “UCP” and the “ISP98”, respectively), and shall, as to matters not governed by the UCP or the ISP98, be governed by, and construed and interpreted in accordance with, the laws of the State in which Issuer resides. In the event the terms of any Application or any related reimbursement agreement or other related agreement are inconsistent with the terms of this Section 2.1.4, then such Bank’s participation in all Letters the terms of Credit this Section 2.1.4 shall remain at be controlling and shall govern over any the level existing prior to the proposed extension, regardless of whether the expiry terms of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all Application or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soany related reimbursement agreement or other related agreement.

Letters of Credit. (a) Subject During the Availability Period, the applicable Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d) and 2.22(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any Subsidiary on the terms and conditions hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date, unless the requirement of Section 2.22(l) has been satisfied; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as the applicable Issuing Bank may agree in its sole discretion); and (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit (i) on the Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuance with respect to all other Letters of Credit. Each issued Letter of Credit (including the Existing Letters of Credit) shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; provided, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and for the account of any Borrower; provided thathowever, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Existing Letters of Credit shall remain at the level existing prior to the proposed extensionnot be amended, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay renewed or extended except as otherwise set forth on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soSchedule 2.22.

Letters of Credit. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each Issuing Bank the Lender agrees to issue Letters of Credit hereunder for the account of the Borrower from time to time before its Commitment between the Closing Date and thirty (30) days prior to the Termination Date upon in such amounts as the Borrower shall request and for up to an aggregate amount at any time outstanding not exceeding the account of any Borrower; provided that, immediately after each Seasonal Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Commitment Amount or Term Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance by the Issuing Bank of a Letter of CreditCommitment Amount, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitmentsas applicable; provided that (i) if the scheduled Commitment Termination Date face amount of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such any Seasonal Letter of Credit shall terminate on its Commitment Termination Dateautomatically reduce, and dollar for dollar, the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and amount which Borrower may borrow as Revolving Loan Advances, (ii) in the event that face amount of any Term Letter of Credit shall automatically reduce, dollar for dollar, the Commitments amount which Borrower may borrow as Term Loan T06 Advances; (iii) the aggregate face amount of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all issued and outstanding Seasonal Letters of Credit shall remain at not exceed $20,000,000, (iv) the level existing prior to the proposed extension, regardless aggregate amount of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If all issued and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause (i) of the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall not exceed $10,000,000, (v) no Seasonal Letter of Credit will be conditioned upon their having done soissued in any amount which, after giving effect to such issuance, would cause Total Revolving Outstandings to exceed the Revolving Loan Amount, and (vi) no Term Letter of Credit will be issued in any amount which, after giving effect to such issuance, would cause the aggregate unpaid principal balance of Term Loan T06 and the aggregate amount of Unpaid Drawings related to a Term Letter of Credit to exceed the Term Loan T06 Amount. Each Letter of Credit request shall set forth (i) the face amount of and expiry date, (ii) the beneficiary, (iii) the terms thereof, and (iv) such other information as the Lender may request.

Letters of Credit. (a) Subject Upon the terms and subject to the conditions herein set forth, at any time and from time to time after the date hereof and prior to the Extended Term Termination Date, the Lead Borrower on behalf of the Borrowers may request an Issuing Bank to issue, and subject to the terms and conditions hereofcontained herein, each the applicable Issuing Bank agrees to issue Letters of Credit hereunder from time to time before its Commitment Termination Date upon the request and shall issue, for the account of any Borrowerthe Lead Borrower or a Restricted Subsidiary, one or more Letters of Credit; provided thatprovided, immediately after each however, that no Letter of Credit is issued, shall be issued if after giving effect to such issuance (i) the Utilization aggregate Letter of Credit Outstandings shall exceed the Letter of Credit Sublimit, or (ii) the Tranche A Credit Extensions and/or the aggregate Credit Extensions (including Swingline Loans) would exceed the limitations set forth in SECTION 2.01(a); provided, further, that no Letter of Credit shall be issued unless an Issuing Bank shall have received notice from the Administrative Agent that the conditions to such issuance have been met (such notice shall be deemed given (x) if the Issuing Bank has not received notice that the conditions have not been met within two Business Days of the initial request to the Issuing Bank and the Administrative Agent pursuant to SECTION 2.13(h), or (y) if the aggregate undrawn amount under Letters of Credit issued by such Issuing Bank then outstanding does not exceed the amount theretofore agreed to by the Lead Borrower, the Administrative Agent and the Issuing Bank; provided further that any Letter of Credit issued for the benefit of Michaels of Canada, ULC or any Foreign Subsidiary shall be issued naming the Lead Borrower as the account party on any such Letter of Credit but such Letter of Credit may contain a statement that it is being issued for the benefit of Michaels of Canada, ULC or such Foreign Subsidiary; provided further that an Issuing Bank shall not exceed be required to issue any such Letter of Credit in its reasonable discretion if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Applicable Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good xxxxx xxxxx material to it, (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally, or (C) any Lender is at such time a Deteriorating Lender hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Issuing Bank’s risk of full reimbursement with respect to such Letter of Credit. A permanent reduction of the Tranche A Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Tranche A Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Tranche A Commitments. Any Issuing Bank (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such Issuing Bank, provided that until the aggregate amount of the Commitments, (ii) the aggregate outstanding principal amount of Loans to any Borrower plus the aggregate amount of Letter Letters of Credit Liabilities for the account of issued in any such Borrower week exceeds such amount as shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter of Credit Liabilities shall not exceed $1,000,000,000. Upon the date of issuance be agreed by the Administrative Agent and the Issuing Bank of a Letter of CreditBank, the such Issuing Bank shall be deemed, without further action by any party hereto, required to have sold to so notify the Administrative Agent in writing only once each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its Commitment bears to the aggregate Commitments; provided that (i) if the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments week of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Letter of Credit shall terminate on its Commitment Termination Date, and the participations of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; and (ii) in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c), then such Bank’s participation in all Letters of Credit shall remain at issued by such Issuing Bank during the level existing immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to the proposed extension, regardless of whether the expiry of any be furnished on such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination day of the participations in Letters of Credit pursuant to clause (i) of week as the foregoing proviso within the limits of the Commitments which are not terminated, the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, Administrative Agent and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done soIssuing Bank may agree.

Letters of Credit. (a) Subject As part of the Revolving Credit and subject to the its terms and conditions hereofand the customary terms, each Issuing Bank agrees to issue Letters conditions and procedures of Credit hereunder from time to time before its Commitment Termination Date upon the Fronting Lender, the Fronting Lender, shall, at the request of the Administrative Agent and on behalf of and for the account of any Borrower; provided that, immediately after each Letter of Credit is issued, (i) the Utilization shall not exceed the aggregate amount benefit of the CommitmentsLenders, make available to the Borrower (ii) either for its own account or, at the aggregate outstanding principal amount of Loans to Borrower’s request, as a co-applicant with any Borrower plus the aggregate amount of Letter of Credit Liabilities for the account of such Borrower shall not exceed the Maximum Availability of such Borrower and (iii) the aggregate amount of the Letter Restricted Subsidiaries, each of Credit Liabilities shall not exceed $1,000,000,000. Upon which is authorized to request the date of issuance by the Issuing Bank of a Letter of Credit) Letters of Credit which shall not exceed, in the aggregate at any one time outstanding, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation in such Letter L/C Commitment. All Letters of Credit and issued under the related Letter of Revolving Credit Liabilities in shall reduce dollar for dollar the proportion its Commitment bears amount available to be borrowed by the aggregate Commitments; provided that (i) if Borrower under the scheduled Commitment Termination Date of a Bank falls prior to the expiry date of a Letter of Credit then outstanding and the Commitments of the other Banks are extended on such date in accordance with Section 2.01(c), such Bank’s participation in such Available Commitment. No standby Letter of Credit shall terminate on its Commitment Termination Date, and be issued with an expiry date later than the participations earlier of: (i) one (1) year from the date of the other Banks therein shall be redetermined pro rata in proportion to their Commitments after giving effect to the termination of the Commitment of such former Bank; issuance and (ii) except as provided in the event that the Commitments of the other Banks are not extended in accordance with Section 2.01(c2.2(h), then such Bank’s participation in all Letters the Maturity Date. No commercial Letter of Credit shall remain at be issued with an expiry date later than the level existing prior to the proposed extension, regardless of whether the expiry of any such Letters of Credit extends beyond such Bank’s Commitment Termination Date. If and to the extent necessary to permit redetermination of the participations in Letters of Credit pursuant to clause earlier of: (i) one hundred twenty (120) days from the date of the foregoing proviso within the limits of the Commitments which are not terminatedissuance and (ii) except as provided in Section 2.2(h), the Borrowers shall prepay on such date all or a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of CreditMaturity Date. The Borrower shall, and shall cause any Restricted Subsidiary which is a co-applicant as to any Letter of Credit to, execute and deliver to the Fronting Lender all letter of credit agreements and other documents, instruments and agreements customarily required by the Fronting Lender for such redetermination purposes. All such documents, instruments and termination of participations agreements shall be in outstanding form and substance satisfactory to the Fronting Lender. The Existing Letters of Credit shall be conditioned upon their having done sodeemed to have been issued pursuant to this Agreement and shall be Letters of Credit for all purposes hereunder.