Common use of Letters of Credit Clause in Contracts

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other 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 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; 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 Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the BorrowerBorrower Representative, Letters of Credit for the account of the any Borrower or any Loan Party 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 extensionextension although any Letter of Credit may be automatically renewable for successive one year periods subject to customary evergreen provisions of the applicable Issuing Bank) and (B) the date that is five (5) Business Days prior to the Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00025,000; and (iii) the Borrower Borrowers 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 Commitment Amount. Each Revolving Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees to, purchase 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section2.22(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 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment AmountRevolving Commitments. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Senior Revolving Credit Exposure of all Lenders would exceed the Aggregate Commitment AmountSenior Revolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Senior Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Revolving Credit Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or its Subsidiaries on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment AmountAmount then in effect. Each Revolving Credit 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 Revolving Credit Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability PeriodEach Issuing Bank agrees, the Issuing Bank, in reliance upon the agreements of the other 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 on the terms and conditions hereinafter set forth; provided that , to issue letters of credit (collectively, together with the Existing Letters of Credit, the “Letters of Credit”, and each a “Letter of Credit”) for the account of the Borrower (such issuance, and any funding of a draw thereunder and any Letter of Credit Advance with respect thereto, to be made by the Issuing Banks (including through such branches or Affiliates as such Issuing Bank and the Borrower shall jointly agree) in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time on any Business Day during the period from the Effective Date until 10 days prior to the Maturity Date in an aggregate Available Amount (with respect to Foreign Currency Letters of Credit, calculated by the applicable Issuing Bank using the Spot Rates determined as of the date of such issuance, amendment or extension, as applicable) (i) each for all Letters of Credit issued by the Issuing Banks, not to exceed at any time the aggregate Letter of Credit shall expire on Commitments at such time minus the earlier aggregate principal amount of (A) the date one year after the date of issuance of such Letter of Credit (orAdvances outstanding at such time, 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 Stated Termination Date; (ii) each for all Letters of Credit issued by such Issuing Bank, not to exceed at any time the Letter of Credit shall be in a stated Commitment of such Issuing Bank at such time minus the aggregate principal amount of the Letter of Credit Advances owed to such Issuing Bank outstanding at least $5,000; such time 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 Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in for 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, not to exceed an amount equal to the Unused Revolving Credit on Commitments of the date of issuanceBanks at such time. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation that the Commitment Letter of each Lender by an amount equal Credit so requested complies with the conditions set forth in the provisos to the amount of such participationpreceding sentence.

Letters of Credit. (a) During the Availability Period, the each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, may, in its sole discretion, shall issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or a Subsidiary of the Borrower 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 Stated Termination Maturity Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; 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 Commitment Amount. 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 on the date of issuanceissuance thereof. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.24(d) and (e) of this Section2.24(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 Subsidiary on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000; and (iii) the Borrower or any Subsidiary may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure plus the aggregate outstanding Revolving Credit Exposure of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such 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 Effective Date with respect to all Existing Letters of Credit and (ii) on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(e), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the lesser of (i) the Aggregate Revolving Commitment Amountand (ii) the Borrowing Base, in each case, then in effect. Each 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 Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or the Borrower’s Subsidiaries on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the BorrowerBorrowers’ Agent, Letters of Credit for the account of the Borrower Borrowers on the terms and conditions hereinafter set forth; provided provided, that (i) each Letter of Credit shall expire on the earlier of (A) not later than the date one year after the date of issuance of such Letter of Credit (or, 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 Stated Termination Date); (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000, or such lesser amount as may be agreed to in writing by the Issuing Bank; and (iii) the Borrower Borrowers may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the lesser of (i) the Aggregate Revolving Commitment AmountAmount or (ii) the Borrowing Base. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability PeriodEach Issuing Bank agrees, the Issuing Bank, in reliance upon the agreements of the other 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 on the terms and conditions hereinafter set forth; provided that (i) each Letter , to Issue for the account of the Borrower or any LC Subsidiary, one or more Letters of Credit shall expire on (in an aggregate amount not in excess of the earlier Issuing Commitment of (Asuch Issuing Bank) from time to time during the date one year after period from the date of issuance this Agreement until the Termination Date in an aggregate undrawn amount not to exceed at any time the Commitments of the Lenders in effect at such time (inclusive of the Dollar equivalent of Letters of Credit Issued in an Alternative Currency), each such Letter of Credit (orexcept Standby Letter of Credit) upon its Issuance to expire, in subject to the case of any renewal following proviso, on or extension thereof, before the date which occurs one year after such renewal or extension) and (B) from the date that is five (5) Business Days of its Issuance but in any event prior to the Stated Termination Date; (ii) each provided, however, that if any Letter of Credit shall have an expiration date beyond the Termination Date, the Borrower or any LC Subsidiary, as applicable, shall, at or prior to the Termination Date deposit cash in the L/C Collateral Account in an amount equal to the Letter of Credit Liability (less the amount, if any, then on deposit in the L/C Collateral Account) as collateral security for the Borrower’s or any LC Subsidiary’s, as applicable, reimbursement obligations in connection therewith, such cash to be in a stated amount returned promptly to the Borrower or such LC Subsidiary, as applicable, when the respective Letter of at least $5,000Credit expires; and (iii) provided further, however, that, notwithstanding the Borrower may foregoing, an Issuing Bank shall not request be obligated to, and shall not, Issue 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 Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.:

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower 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 no later than five (5) Business Days days prior to the Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000.00; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders Lenders, would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans and Swingline Loans of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Revolving Availability Period, the 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 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000 (or such lesser amount as may be acceptable to the Issuing Bank, 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 Commitment Amount. Each Revolving 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 Revolving Commitments of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability PeriodWhen any Event of Default, the Issuing Bank, other than an Event of Default described in reliance upon the agreements of the other Lenders pursuant to subsections (dh) and (ei) of this SectionSection 8.1 hereof has occurred and is continuing, may, in its sole discretion, issue, at the request Borrowers shall upon demand of the Borrower, Letters of Credit for Agent upon the account joint direction of the Borrower on the terms and conditions hereinafter set forth; provided that Lenders, when any Event of Default described in subsections (h) or (i) each Letter of Credit shall expire on Section 8.1 has occurred, or Borrowers advise the earlier Agent of (A) the date one year after the date their termination 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; 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 Credit Exposure of all Lenders would exceed the Aggregate Revolving Credit Commitment Amount. Each Lender shall be deemed toin accordance with Section 2.18 hereof, and hereby irrevocably and unconditionally agrees to, purchase from or upon 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 on the date of issuance. Each issuance of Maturity Date if a Letter of Credit shall be deemed is then outstanding, Borrowers shall, without notice or demand from the Agent, immediately pay to utilize the Commitment of each Lender by Agent an amount equal to the full undrawn stated amount of each Letter of Credit, the Borrowers hereby agreeing to make each such participationpayment immediately and acknowledging and agreeing that the Agent and the Lenders would not have an adequate remedy at law for failure of the Borrowers to honor any such demand and that the Agent and/or any Lender shall have the right to require the Borrowers to specifically perform such undertaking whether or not any draws have been made under the Letters of Credit. In the event that (i) any such Letter of Credit terminates without any draws having been made thereunder, and (ii) there are no other outstanding Letters of Credit (which are not fully cash collateralized) or outstanding and unpaid Reimbursement Obligations, and (iii) there are no outstanding Loans or other amounts payable hereunder or under any of the other Loan Documents then, in such event, the Agent agrees to return any sums paid by the Borrowers under this Section 8.3 in respect of such expired or terminated Letter of Credit.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions hereof, the (a) each Issuing Bank, in reliance upon the agreements Lender agrees to issue letters of the other Lenders pursuant to subsections credit (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, “Letters of Credit Credit”) for the account of the Borrower on any Business Day during the terms and conditions hereinafter set forthRevolving Commitment Period (in the case of a Revolving Letter of Credit) or the Institutional L/C Period (in the case of an Institutional Letter of Credit), in each case in such form as may be reasonably approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) each the Revolving L/C Exposure would exceed the Revolving L/C Commitment, (ii) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments, (iii) the amount of funds deposited in the Institutional L/C Collateral Account at such time would not be at least 105% of the Institutional L/C Exposure or (iv) any Institutional Letter of Credit would be issued by an Issuing Lender other than Barclays or an affiliate thereof. Each Letter of Credit shall (A) be denominated in Dollars and (B) expire on no later than the earlier of (Ax) the date one year after the first anniversary of its 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 (By) the date that is five (5) Business Days prior to the Stated Revolving Termination Date; Date (ii) each in the case of a Revolving Letter of Credit shall be Credit) or the Tranche B Maturity Date (in a stated amount the case of at least $5,000; and (iii) the Borrower may not request an Institutional Letter of Credit), provided that any Letter of Credit if, after giving effect to such issuance, with a one-year term may provide for the renewal thereof for additional one-year periods (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each Lender which 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 on no event extend beyond the date of issuance. Each issuance of a Letter of Credit shall be deemed referred to utilize the Commitment of each Lender by an amount equal to the amount of such participationin clause (y) above).

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any of its Subsidiaries on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other 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 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (Ax) the aggregate LC Exposure would exceed the LC Commitment or (By) 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 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Subject to the Availability Period, the Issuing Bank, terms and conditions hereof and in reliance upon on the agreements of Lenders’ obligations under this Section 2.12, each Issuing Bank agrees to issue, from time to time on and after the other Lenders pursuant Funding Date prior to subsections (d) and (e) of this Section, may, in its sole discretion, issuethe Commitment Termination Date, at the request of the any Borrower, Letters one or more standby letters of Credit credit in form and substance reasonably acceptable to such Issuing Bank (each, a “Letter of Credit”) for the account of such Borrower or any Subsidiary in a face amount in each case of at least $25,000 or, if denominated in a currency other than U.S. Dollars, the Borrower on Dollar Equivalent of $25,000 (or, in either case, such lesser amount as the terms and conditions hereinafter set forthapplicable Issuing Bank may agree to in its sole discretion); provided that an Issuing Bank shall not be required to issue, increase or extend a Letter of Credit pursuant to this Section 2.12 if (i) each Letter immediately after giving effect to the issuance, increase or extension thereof, the aggregate Revolving Credit Exposure of all Lenders would thereby exceed the Revolving Credit shall expire on the earlier of Commitment Amount then in effect, (Aii) the date one year after the date of issuance issuance, increase or extension of such Letter of Credit (orwould violate any legal or regulatory restriction then applicable to such Issuing Bank or any Lender or would violate one or more policies of such Issuing Bank generally applicable to all applicants with respect to the type of Letters of Credit requested, in each case as notified by such Issuing Bank or such Lender to the case Administrative Agent before the date of any renewal issuance, increase or extension of such Letter of Credit, (iii) immediately after giving effect to the issuance, increase or extension thereof, one year the Dollar Equivalent of the L/C Obligations attributable to such Issuing Bank would exceed such Issuing Bank’s L/C Sublimit (unless otherwise agreed in writing to by such Issuing Bank in its sole discretion) or (iv) immediately after such renewal or extension) and (B) the date that is five (5) Business Days prior giving effect to the Stated Termination Dateissuance, increase or extension thereof, the Dollar Equivalent of the L/C Obligations attributable to the Facility Financial Letters of Credit then outstanding would exceed $400,000,000; (ii) each and provided, further that, if there exists a Defaulting Lender, no Issuing Bank shall be required to issue, increase or extend a Letter of Credit unless the Borrowers shall be in a stated amount have complied with Section 2.12(g) with respect to any Fronting Exposure that exists at the time of at least $5,000; and (iii) the Borrower may not request any Letter of Credit ifsuch issuance, increase or extension, as applicable, or would exist immediately after giving effect to such issuance, (A) increase or extension, as applicable. Letters of Credit and any increases and extensions thereof hereunder may be issued in face amounts denominated in Dollars or any Specified Currency; provided, that the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure Dollar Equivalent of all Lenders would exceed the Aggregate Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter outstanding Letters of Credit equal denominated in any Specified Currency (determined on the relevant Calculation Date with respect to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under any such Letter of Credit on Credit) shall not exceed the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participationForeign Currency Sublimit.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section2.22(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 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, 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 twelve months after the Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00025,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or Commitment, (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments or (C) the Revolving Credit Exposure of each Lender would exceed its Revolving Commitment. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; 25,000 or such lesser amounts as may be agreed to by the Issuing Bank and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During (i) Subject to the Availability Periodterms and conditions set forth herein, the Issuing Bank(A) L/C Issuer agrees, in reliance upon the agreements of the other Lenders pursuant set forth in this Section 2.06, (1) from time to subsections (d) and (e) of this Sectiontime on any Business Day during the Availability Period, may, in its sole discretion, issue, at the request of the Borrower, to issue Letters of Credit for the account of the Borrower on or for the terms account of any of its Subsidiaries (other than a Foreign Subsidiary), and conditions hereinafter set forth; provided that (i) each Letter to amend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the case Letters of any renewal or extension thereof, one year after such renewal or extension) Credit; and (B) the date that is five (5) Business Days prior Lenders severally agree to the Stated Termination Date; (ii) each Letter participate in Letters of Credit shall be in a stated amount issued for the account of at least $5,000; and (iii) the Borrower may not request or its Subsidiaries and any Letter of Credit if, drawings thereunder; provided that after giving effect to such issuanceany L/C Credit Extension with respect to any Letter of Credit, (Ay) the aggregate LC Aggregate Credit Exposure would then in effect shall not exceed the LC Total Commitment or then in effect, and (Bz) the aggregate Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each any 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 not exceed such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCommitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to utilize be a representation by the Commitment of each Lender by an amount equal Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the amount preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of such participationCredit for its own account or for the account of any of its Subsidiaries (other than a Foreign Subsidiary) 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.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders Lenders, would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. As of the Closing Date, each of the Existing Letters of Credit shall be deemed issued under this Section and shall thereafter be deemed Letters of Credit, subject to the terms hereof.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Issuance; Bank Participations. Firstar Bank, in reliance upon National Association and such other Bank or Banks as the agreements Company may from time to time designate with the consent of the other Lenders pursuant Agent and such Bank or Banks (each an "LOC Bank") shall from time to subsections time when so requested by the Company issue standby and commercial letters of credit, respectively (d) each a "Letter of Credit" and (e) of this Section, may, in its sole discretion, issue, at collectively the request of the Borrower, "Letters of Credit Credit") for the account of the Borrower 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 Company up to the Stated Termination Date; (ii) each Letter of Credit shall be in a stated an aggregate face amount of at least $5,00045,000,000; and (iii) provided, however, that the Borrower may LOC Bank shall not request issue any Letter of Credit ifif (i) any Default or Event of Default has occurred and is continuing, or (ii) after giving effect to such issuancethereto, (A) the aggregate LC Exposure amount of outstanding Revolving Credit Loans would thereby exceed the LC Commitment or (B) maximum amount permitted by Section 1.1. All outstanding letters of credit issued pursuant to the aggregate 1994 Credit Exposure Agreement shall automatically be deemed to be Letters of all Lenders would exceed the Aggregate Commitment AmountCredit issued pursuant to this section 1.5(a). Each Lender shall be deemed toLOC Bank hereby grants to each other Bank, and each other Bank hereby irrevocably and unconditionally agrees toto take, purchase from the Issuing Bank without recourse a pro rata participation in each Letter of Credit equal issued hereunder and all rights (including rights to such Lender’s Pro Rata Share reimbursement from the Company under paragraph (c) below) and obligations associated therewith in accordance with the Percentage Interest of each Bank. In the aggregate amount available to be drawn under such Letter event of Credit any drawing on the date of issuance. Each issuance of a Letter of Credit which is not reimbursed by or on behalf of the Company, each Bank shall be deemed to utilize the Commitment of each Lender by an amount equal pay to the appropriate LOC Bank a proportionate amount of such participationdrawing equal to its Percentage Interest therein. Each LOC Bank shall divide the proceeds of any reimbursement of a drawing on a Letter of Credit with the other Banks that have made payment to the LOC Bank pursuant to the foregoing sentence, pro rata according to the respective contributions of such other Banks.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided provided, that (i) each Letter of Credit shall expire on the earlier of (A) not later than the date one year after the date of issuance of such Letter of Credit (or, 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 Stated Termination Date); (ii) each Letter of Credit shall be in a stated amount of at least $5,00010,000, or such lesser amount as may be agreed to in writing by the Issuing Bank; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 (but only to the extent of each such Lender’s Revolving Commitment) of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Working Capital Revolver Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section2.22(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided that , provided, that: (i) each Letter of Credit shall expire on the earlier of (A) the date one (1) year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension) ), and (B) the date that is five (5) Business Days prior to the Stated Working Capital Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000 (or such lesser amount as the 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 Commitment, or (B) the aggregate Working Capital Revolving Credit Exposure of all Lenders would exceed the Aggregate Commitment AmountWorking Capital Revolving Commitments. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank Bank, without recourse 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 on the date of issuanceissuance with respect to all Letters of Credit. Each issuance of a issued Letter of Credit shall be deemed to utilize the Working Capital Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower 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, 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 Stated Termination Maturity Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. The Bank agrees to (ax) During issue standby letters of credit (each an “LOC” and collectively the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d“LOCs”) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of ACE or for the Borrower account of any Wholly-owned Subsidiary of ACE, provided that ACE shall be a joint applicant and account party with respect to any such LOC, and (y) subject to Section 2.02(c), extend the expiration date for or increase the amount of LOCs, in each case from time to time on any Business Day during the terms and conditions hereinafter set forthAvailability Period; provided that (a) the Bank shall not have any obligation to issue, extend or increase the amount of any LOC if (i) each Letter of the aggregate Credit shall expire on the earlier of Exposure (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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (Aextension or increase) the aggregate LC Exposure would exceed the LC Commitment Amount; or (Bii) such issuance, extension or increase would conflict with or cause the Bank to exceed any limit imposed by applicable law or any applicable requirement thereof; (b) each LOC shall be denominated in Dollars, Sterling, Euro or another currency requested by ACE and acceptable to the Bank in its sole discretion; (c) each LOC shall be payable only against sight drafts (and not time drafts); (d) no LOC shall have a scheduled expiration date (including all rights of ACE or the beneficiary to require extension thereof) later than the scheduled Final Expiration Date; (e) each Lloyd’s LOC shall be issued for the benefit of Lloyd’s in the form at the time of issue required by Lloyd’s for the purposes of being eligible to be included in the Funds at Lloyd’s of a Member; (f) each Lloyd’s LOC shall be issued for the purposes of being included in the Funds at Lloyd’s of a Member that is a Wholly-owned Subsidiary of ACE and is not a member of any syndicate at Lloyd’s other than the Syndicate; (g) the aggregate Credit Exposure Bank shall not have any obligation to issue any LOC (other than a Lloyd’s LOC) that the Bank determines, in the exercise of all Lenders would exceed its reasonable judgment consistent with its customary practice, is unsatisfactory in form or substance; and (h) the Aggregate Commitment Amount. Each Lender Bank 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 not have any obligation to such Lender’s Pro Rata Share of the aggregate amount available issue or extend an LOC that is or is to be drawn under such Letter of Credit on the date of issuance. Each issuance issued in favor of a Letter beneficiary that is or becomes a Sanctioned Person or is or becomes organized under the laws of Credit a Sanctioned Country. An LOC may by its terms be automatically extendible annually; provided that the Bank shall not be deemed required to utilize permit any such automatic extension if the Commitment Bank has determined that it would have no obligation at such time to issue such LOC as extended under the terms hereof, in which case the Bank shall notify the beneficiary thereof of each Lender by an amount equal its election not to extend such LOC (which the Bank agrees to do on and subject to the amount terms of such participationSection 2.02(c)).

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section2.22(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 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, 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 Stated Revolving Commitment Termination Date; Date and (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment AmountRevolving Commitments. Each Lender shall be deemed to, and hereby irrevocably and Table of Contents 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 on the date of issuanceissuance of such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.21(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Prior to the Availability PeriodTermination Date, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.19(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Loans of all Lenders would exceed the Aggregate Commitment AmountCommitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Until the Availability Periodmaturity 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 SectionSection 2.15, may, in its sole discretion, issue, at the request of the BorrowerBorrowers, Letters of Credit for the account of the Borrower Borrowers 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 Stated Termination DateMaturity Date of the Revolving Credit Facility; (ii) each Letter of Credit shall be in a stated amount of at least $5,000500,000; and (iii) the Borrower Borrowers may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure Letter of Credit Obligations would exceed the LC aggregate Letter of Credit Commitment or (B) the aggregate Credit Exposure outstanding Revolving Loans of all Lenders would exceed the Aggregate Commitment AmountRevolving 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 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 issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Loan Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.24(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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 no later than five (5) Business Days prior to the Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit LC Exposure plus the aggregate outstanding Revolving Loans and Swingline Exposure, of all Lenders Lenders, would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. As of the Closing Date, each of the Existing Letters of Credit shall be deemed issued under this Section and shall thereafter be referred to as Letters of Credit, subject to the terms hereof.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.21(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five at least one (51) Business Days Day prior to the Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000 or, if denominated in Euros, the Dollar Equivalent of $50,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment AmountAmount or (C) the Dollar Equivalent amount of the principal amount of outstanding Revolving Loans and Letters of Credit in Euros, determined, with respect to each such Revolving Loan or Letter of Credit, in accordance with Section 10.17 would exceed in the aggregate the Foreign Currency Sublimit. Each 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 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 issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions hereof, the Issuing BankLender selected by Borrower, in reliance upon on the agreements of the other Lenders pursuant set forth in SECTION 3.04(a), agrees to subsections issue letters of credit (d"LETTERS OF CREDIT") 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 on any Business Day during the terms and conditions hereinafter set forthCommitment Period in such form as may be approved from time to time by the Issuing Lender; provided that (i) each Letter of Credit PROVIDED THAT Issuing Lender 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request issue any Letter of Credit if, after giving effect to such issuancethe issuance and after giving effect to any Borrowing requested to be made or Letters of Credit requested to be issued on that date, (Ai) the aggregate LC Exposure Letter of Credit Outstandings would exceed $20,000,000 or (ii) the Outstanding Obligations would exceed the LC lesser of (x) the Total Commitment or (By) the aggregate Credit Exposure of all Lenders would exceed the Aggregate Commitment AmountBorrowing Base then in effect. Each 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 shall (i) be issued to such Lender’s Pro Rata Share support obligations of Borrower or any of its Subsidiaries contingent or otherwise, which finance the aggregate amount available to be drawn under such Letter working capital and business needs of Credit on Borrower and its Subsidiaries, and (ii) shall expire no later than the earlier of (x) one year after the date of issuanceissuance or (y) five Business Days prior to the Termination Date. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participationdenominated in dollars.

Letters of Credit. (a) During The Letter of Credit Commitment. (i) Subject to the Availability Periodterms and conditions set forth herein, (A) the Issuing BankL/C Issuer agrees, in reliance upon the agreements of the other Lenders pursuant set forth in this Section 2.03, (1) from time to subsections (d) and (e) time on any Business Day during the period from the Closing Date until the Letter of this SectionCredit Expiration Date, may, in its sole discretion, issue, at the request of the Borrower, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower on the terms or any of its Subsidiaries, and conditions hereinafter set forth; provided that (i) each Letter to amend or extend Letters of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orpreviously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the case Letters of any renewal or extension thereof, one year after such renewal or extension) Credit; and (B) the date Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that is five after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (5x) Business Days prior to the Stated Termination Date; Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (iiy) each the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit shall be in a stated amount of at least $5,000Sublimit; and (iii) the Borrower may not request any Letter of Credit ifprovided, further, that, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.35 CHAR1\1593539v8

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section2.22(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 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or Commitment, (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments or (C) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Commitment. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSECTION 2.24(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; Date and (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, PLUS the aggregate outstanding Revolving Loans and Swingline Loans of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other 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 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000; 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 Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.24(d) and (e) of this Section2.24(e), may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Credit Exposure of all Lenders Lenders, would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such 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 issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000500,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section2.22(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 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, 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 twelve months after the Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00025,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment AmountRevolving Commitments. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During From time to time and on any Business Day during the Availability Periodperiod from the date hereof to the tenth Business Day preceding the Termination Date, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections subsection (d) and (e) of this SectionSection 2.16, may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00025,000; and (iii) the Borrower may not request any Extension of Credit relating to a Letter of Credit if, after giving effect to such issuanceExtension of Credit, (AX) the aggregate LC Exposure would exceed the LC Commitment or (BY) the aggregate Credit Exposure of all Lenders Outstanding Credits would exceed the Aggregate Commitment AmountCommitments. Each Upon each Extension of Credit relating to a Letter of Credit, each Lender shall be deemed todeemed, and hereby irrevocably and unconditionally agrees toagrees, to purchase from the Issuing Bank without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Upon receipt of duly executed ------------------ applications therefor, and such other documents, instruments and agreements as an Issuing Lender may reasonably require, and subject to the Availability Periodprovisions of Article IV, the Issuing BankAgent or one of its affiliates that is a Lender shall, in reliance upon the agreements of the or any ---------- other Lenders pursuant to subsections (d) and (e) of this Section, mayLender, in its sole discretion, issuemay, at the request of the Borrower, issue Letters of Credit for the account of the applicable Borrower (the Agent and each such other Lender in such capacity being referred to as an "Issuing Lender"), on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be -------- ------- issued for the account of any Borrower by an Issuing Lender if on the terms and conditions hereinafter set forth; provided that date of issuance, before or after taking such Letter of Credit into account (i) each the Dollar Amount of the aggregate unpaid principal balance of the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time or (ii) the aggregate outstanding amount of the L/C Obligations would exceed $20,000,000; and provided, further, that no Letter of Credit shall expire on the earlier of be -------- ------- issued unless (A) the it is denominated in Dollars or Agreed Currency and (B) it has an expiration date that is (1) no more than 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 provided that is five (5) Business Days prior to the Stated Termination Date; (ii) each a Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect provide for an annual renewal if such renewal is consented to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from by the Issuing Bank without recourse a participation in each Letter Lender and the conditions precedent to the issuance of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on are met at the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount time of such participation.renewal) and (2) no later

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall may be in a any stated amount subject, however, to the provisions of at least $5,000clause (iii) hereof; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the sum of the aggregate outstanding Revolving Credit Exposure Exposures of all Lenders would exceed the lesser of (1) the Aggregate Commitment AmountRevolving Commitments and (2) the Borrowing Availability. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23, may, in its sole discretion, agrees to issue, ------------ at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided provided, that (i) -------- each Letter of Credit shall expire on not later than the earlier of (Ax) the date one year after the date of issuance of such Letter of Credit (or, or in the case of any renewal or extension thereof, one year after such renewal or extension) ), and (By) the date that is five (5) Business Days prior to the Stated Revolving Commitment Termination Date; , (ii) each Letter of Credit shall be in a stated amount of at least $5,000; 1,000,000, and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure Exposures of all Lenders would exceed the LC Commitment Commitment, or (B) the aggregate Revolving Credit Exposure Exposures of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. Any Letter of Credit 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).

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, may, in its sole discretion, shall issue, at the request of the Borrower, Letters of Credit for the account of the Borrower 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, thereof one year after such renewal or extension), provided that any Letter of Credit with a one-year term may contain an evergreen provision not to extend past the date in clause (B) below and (B) the date that is five (5) Business Days prior to the Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00020,000; 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 Commitment Facility Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000 (or such other amount as may be agreed to by the Issuing Bank); and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 on the date of issuanceissuance thereof. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Upon receipt of duly executed applications therefor, and such other documents, instruments and agreements as the Availability PeriodAgent may reasonably require, and subject to the provisions of Article IV, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Issuer shall issue standby Letters of Credit for the account of the Borrower Borrower, on such terms as are satisfactory to the terms and conditions hereinafter set forthIssuer; provided provided, however, that (i) each no Letter of Credit shall expire will be issued for the account of the Borrower by the Issuer if on the earlier of (A) the date one year after the date of issuance of issuance, before or after taking such Letter of Credit into account (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (Bi) the date that is five (5) Business Days prior to Revolving Exposure at such time would exceed the Stated Termination Date; Aggregate Revolving Commitment, or (ii) each the aggregate outstanding amount of the L/C Obligations would exceed $50,000,000; and provided, further, that no Letter of Credit shall be in a stated amount issued unless it has an expiration date that is no later than the date which is five Business Days immediately preceding the Facility Termination Date. The Borrower, the Agent, the Issuer and the Lenders hereby acknowledge that on and as of at least $5,000; the Restatement Effective Date, the Existing Letters of Credit have irrevocably been deemed to be Letters of Credit issued under this Agreement and (iii) all the provisions of this Agreement have and shall apply to the Existing Letters of Credit as being Letters of Credit issued under this Agreement by the applicable Existing L/C Issuer, the whole without novation of all of the obligations of the Borrower may not request any Letter to each Existing L/C Issuer in respect of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure said Existing Letters of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participationCredit.

Letters of Credit. (ai) During Upon the Availability Periodterms and subject to the conditions hereof, each Issuing Lender agrees to issue standby Letters of Credit payable in Dollars from time to time after the Issuing Bank, in reliance upon Closing Date and prior to the agreements earlier of the other Lenders pursuant to subsections (d) Maturity Date and (e) the termination of this Sectionthe Commitments, may, in its sole discretion, issue, at upon the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the Borrower shall not request that any Letter of Credit be issued if, after giving effect thereto, the sum of the then current L/C Exposure plus the aggregate Loans then outstanding would exceed the Total Commitment, (B) in no event shall any Issuing Lender issue (x) any Letter of Credit having an expiration date later than five Business Days before the Maturity Date or (y) any Letter of Credit having an expiration date more than one year after its date of issuance, PROVIDED that any Letter of Credit -------- with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date of issuance of such referred to in clause (x) above), (C) the Borrower shall not request that an Issuing Lender issue any Letter of Credit (or, in other than 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 Stated Termination Date; (ii) each Settlement Letter of Credit shall be in a stated amount of at least $5,000; and (iiiCredit) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC L/C Exposure would exceed the LC Commitment or $250,000,000, and (BD) the aggregate Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each an Issuing Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase prohibited from the Issuing Bank without recourse a participation in each Letter issuing Letters of Credit equal to such Lender’s Pro Rata Share hereunder upon the occurrence and during the continuance of the aggregate amount available to be drawn under such Letter an Event of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participationDefault.

Letters of Credit. (a) During the Availability Period, the 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, shall issue, at the request of the Borrower, Letters of Credit for the account of the Borrower 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 thereofthereof (which may be an automatically renewing or extending Letter of Credit), one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Stated latest Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; 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 Commitment Amount. Each Lender with a Revolving Commitment 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.applicable

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.24(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000500,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, PLUS the aggregate outstanding Revolving Loans of all Lenders Lenders, would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.24(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders Lenders, would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements Each of the other Lenders pursuant to subsections (d) hereby requests and (e) of this Sectionauthorizes the L/C Issuer to, may, in its sole discretion, issue, at upon the request of the Borrower, Letters (i) extend the expiry date of any Letter of Credit for that has been issued under the account Credit Agreement to an expiry date that is later than the Maturity Date notwithstanding the limitations set forth in Section 2.03(b)(iv) of the Borrower on Credit Agreement and (ii) issue any Letter of Credit under the terms and conditions hereinafter Credit Agreement with an expiry date that is later than the Maturity Date notwithstanding the limitations set forthforth in Section 2.03(a)(ii)(B) of the Credit Agreement; provided that (i1) each the expiry date of any such Letter of Credit shall expire on not be later December 12, 2019 and (2) all other limitations and other provisions in the Credit Agreement with respect to the issuance and extension of Letters of Credit shall remain applicable. Each of the Lenders hereby acknowledges and agrees that the Lenders’ obligations under Section 2.03 of the Credit Agreement shall continue and remain in full force and effect with respect to each such Letter of Credit. Each of the Loan Parties hereby acknowledges and agrees that upon the earlier of (Aa) 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) Maturity Date and (Bb) repayment in full of all Obligations (other than L/C Obligations and any other contingent Obligations which, by their express terms, survive termination of the date that is five Loan Documents), the Loan Parties will either (5i) Business Days prior to Cash Collateralize the Stated Termination Date; Obligations at 105% of the Dollar Equivalent of the L/C Obligations or (ii) each Letter obtain replacement letters of Credit shall be credit, or take such other actions, that would permit the termination of the L/C Obligations in a stated amount of at least $5,000; 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 Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal manner satisfactory to the amount of such participationL/C Issuer, the Administrative Agent and each Lender.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) ); provided, that no Letter of Credit shall be issued or renewed on or after the date that is five (5) Business Days prior to the Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders Lenders, would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share 's Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the BorrowerBorrowers, Letters of Credit for the account of the Borrower Borrowers on the terms and conditions hereinafter set forth; provided provided, that (i) each Letter of Credit shall expire on the earlier of (A) the stated expiry date one year after the date of issuance of such Letter of Credit (or, or in the case of any renewal or extension thereof, one year after the expiry date of any such renewal or extension) and (B) the date that is five (5) Business Days prior to the Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,0001,000,000; and (iii) the Borrower Borrowers may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the lesser of the Aggregate Revolving Commitment AmountAmount or the Borrowing Base. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided provided, that (i) each Letter of Credit shall be a standby letter of credit which shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in such currencies as the Issuing Lender will from time to time permit in a stated amount of at least the Canadian Dollar Equivalent of $5,00050,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) thereafter the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Swingline Loans, plus the aggregate outstanding Revolving Loans of all Lenders would exceed U.S.$30,000,000. Upon the Aggregate Commitment Amount. Each issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any of its Subsidiaries on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions of this Agreement (including, the Issuing Bankwithout limitation, in reliance upon the agreements satisfaction of the other Lenders pursuant to subsections (d) and (e) of this Section, may, conditions set forth in its sole discretion, issueSection 4.02), at the request of the BorrowerBorrower made prior to the Revolving Expiration Date, Letters Fleet will from time to time issue stand-by letters of Credit credit for the account of the Borrower on the terms and conditions hereinafter set forthBorrower; provided that (i) each the aggregate of all Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (orLiabilities outstanding will at no time exceed $1,000,000, 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 Stated Termination Date; (ii) each Letter the letter of Credit shall credit issuance fee for any such stand-by letter of credit will be an annual payment (payable in a advance) equal to 1% of the then stated amount of at least $5,000; such letter of credit (payable to Fleet, for the pro rata benefit of Fleet and the Participant Banks (as defined below)), and (iii) at the Borrower may not request time of issuance of any Letter such letter of Credit if, credit and after giving effect to such issuance, (A) thereto the aggregate LC Exposure would Aggregate Revolving Bank Liabilities will not exceed the LC Commitment or (B) the aggregate Credit Exposure of all Lenders would exceed the Aggregate then-effective Revolving Commitment Amount. Each Lender shall Further, no letter of credit may be deemed to, and hereby irrevocably and unconditionally agrees to, purchase issued with an expiry date later than the Revolving Expiration Date nor with an expiry date (before giving effect to any "evergreen" provisions) in excess of 365 days 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 on the date of issuance. Each issuance All letters of a Letter credit issued under this Section 2.11 and the reimbursement agreements and other documentation relating thereto will be in such form as Fleet may require and all transfer fees, negotiation fees, drawing fees and other charges for out-of-pocket expenses in connection with such letters of Credit shall credit will be deemed solely for the account of Fleet. Fleet will not be required to utilize issue any such letter of credit if the Commitment Borrower has failed to satisfy any of each Lender by an amount equal to the amount conditions of such participationSection 4.02.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(e), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000500,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower 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, or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five at least one (51) Business Days Day prior to the Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.26(d), may, in its sole discretion, agrees to issue, at the request of the BorrowerBorrowers, Letters of Credit for the account of the Borrower Borrowers on the terms and conditions hereinafter set forth; provided provided, that (i) each Letter of Credit shall be a standby letter of credit which shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower Borrowers may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions hereof, the (a) each Issuing Bank, in reliance upon the agreements Lender agrees to issue letters of the other Lenders pursuant to subsections credit (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, “Letters of Credit Credit”) for the account of the Borrower on any Business Day during the terms and conditions hereinafter set forth; provided that Revolving Commitment Period (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 Stated Termination Date; (ii) each a Revolving Letter of Credit Credit) or the Institutional L/C Period (in the case of an Institutional Letter of Credit), in each case in such form as may be reasonably approved from time to time by such Issuing Lender; provided that such Issuing Lender shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (Ai) the aggregate LC Revolving L/C Exposure would exceed the LC Commitment or Revolving L/C Commitment, (Bii) the aggregate Total Revolving Extensions of Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each Lender shall Total Revolving Commitments, (iii) the amount of funds deposited in the Institutional L/C Collateral Account at such time would not be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from at least 105% of the Issuing Bank without recourse a participation in each Institutional L/C Exposure or (iv) any Institutional Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to would be drawn under such Letter of Credit on the date of issuanceissued by an Issuing Lender other than UBS AG, Stamford Branch or an affiliate thereof. Each issuance of a Letter of Credit shall (A) be deemed to utilize denominated in Dollars and (B) expire no later than the Commitment earlier of each Lender by an amount equal (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the amount Revolving Termination Date (in the case of such participationa Revolving Letter of Credit) or the Tranche B-1 Maturity Date (in the case of an Institutional Letter of Credit), 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).

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section2.22(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 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment AmountRevolving Commitments. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a issued Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other 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 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000 (or such lesser amount as may be acceptable to the Issuing Bank, 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 lesser of (x) the Aggregate Revolving Commitment AmountAmount and (y) the Borrowing Base Value. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During From time to time and on any Business Day during the Availability Periodperiod from the date hereof to the tenth Business Day preceding the Commitment Termination Date, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections subsection (d) and (e) of this SectionSection 2.16, may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00025,000; and (iii) the Borrower may not request any Extension of Credit relating to a Letter of Credit if, after giving effect to such issuanceExtension of Credit, (AX) the aggregate LC Exposure would exceed the LC Commitment or (BY) the aggregate Credit Exposure of all Lenders Outstanding Credits would exceed the Aggregate Commitment AmountCommitments. Each Upon each Extension of Credit relating to a Letter of Credit, each Lender shall be deemed todeemed, and hereby irrevocably and unconditionally agrees toagrees, to purchase from the Issuing Bank without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided provided, that (i) each Letter of Credit shall expire on no later than the earlier of (A) the date one year two years after the date of issuance of such Letter of Credit (or, 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 Stated Revolving Commitment Termination Date or, subject to the terms and requirements of Section 2.23(k), the Extended LC Expiration Date, as the case may be; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s '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 issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other 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 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; 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 Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (dSection 2.22(d) and (e) of this Section2.22(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 provided, that (i) each Letter of Credit shall expire on the earlier of (A) the date one (1) year after the date of issuance of such Letter of Credit (or, or in the case of any renewal or extension thereof, one (1) year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000 (or such lesser amount as agreed by the Issuing Bank in its sole discretion); and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment AmountRevolving Commitments. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a issued Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; Date and (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans and Swingline Loans of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During As of the Availability Perioddate of this Agreement, Letters of Credit with an aggregate effective face amount of $1,363,000 are outstanding under the Existing Loan Agreement (including without limitation certain of the "Existing Creditanstalt Letters of Credit" described therein), and each such Letter of Credit shall deemed to have been issued hereunder. Subject to the terms and conditions hereof and provided that there exists no Default or Event of Default, at any time and from time to time from the Closing Date to (but not including) the Maturity Date, the Issuing BankLender agrees, in reliance upon the agreements agreement of the other Lenders pursuant set forth in Section 2.6(c) below, 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 Borrower, such Letters of Credit as Borrower may request by a Request for Letter of Credit (in the manner described in Section 2.6(b)), each in such form as may be requested from time to time by Borrower on and agreed to by the terms and conditions hereinafter set forthAdministrative Agent; provided provided, however, that after giving effect to the issuance of any such Letter of Credit, (i) each the aggregate amount of all outstanding Letter of Credit Obligations shall not exceed $10,000,000 at any time, and (ii) the aggregate amount of all outstanding Loans, together with all outstanding Letter of Credit Obligations will not exceed the lesser of the 31 39 Commitment or the amount then permitted by Section 10.2(a). No Letter of Credit shall expire on have an expiration date which extends beyond the earlier earliest of (Ai) the date one year after from the date of issuance thereof, (ii) the Maturity Date, and (iii) any date that, at the issuance of such Letter of Credit (orCredit, 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; 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 Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 has been fixed for termination of the aggregate amount available Commitment pursuant to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participationSection 2.12 hereof.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; , (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant Subject 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 on the terms and conditions hereinafter set forthhereof, each Issuing Bank agrees to issue Letters of Credit hereunder from time to time before the sixth Domestic Business Day preceding the Termination Date upon the request of any Borrower; provided that (i) that, immediately after each Letter of Credit shall expire on the earlier of is issued (Ai) the date one year after aggregate amount of the date of issuance of such Letter of Credit (or, in Liabilities plus the case aggregate outstanding amount of any renewal or extension thereof, one year after such renewal or extension) all Loans shall not exceed the aggregate amount of the Commitments and (B) the date that is five (5) Business Days prior to the Stated Termination Date; (ii) each the aggregate Letter of Credit Liabilities shall be in a stated amount of at least not exceed $5,000; and (iii) 100,000,000. On the Borrower may not request any Letter of Credit ifEffective Date, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter Existing Letters of Credit shall be deemed to utilize be a Letter of Credit issued at the Commitment request of each Lender the Company hereunder, and shall from and after such date be governed by the provisions of this Agreement as fully as if the same had been issued pursuant hereto on the Effective Date. Upon the date of issuance by an amount equal Issuing Bank of a Letter of Credit (or on the Effective Date, in the case of the Existing 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 amount of such participationaggregate Commitments.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any of its Subsidiaries on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceissuance with respect to all Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; , (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower or any of its Subsidiaries 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; 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 Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments; and (iv) there is no continuing Event of Default hereunder. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.23(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided provided, however, 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans and Swing Loans of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability PeriodGE Capital agrees, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant subject 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 on the terms and conditions hereinafter set forth; provided that , to incur, from time to time on not less than five Business Days' prior written request of Borrower (but only on a Business Day), Letter of Credit Obligations in respect of Letters of Credit which either (i) each support indebtedness of Borrower incurred in the ordinary course of business and permitted under Section 7.3 hereof or (ii) secure performance obligations of Borrower and its Subsidiaries entered into in the ordinary course of business; PROVIDED, HOWEVER, that the amount of all Letter of Credit Obligations incurred by GE Capital pursuant to this Section 2.3(a) at any one time outstanding (whether or not then due and payable) shall expire on not exceed the earlier lesser 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) $5,000,000 and (B) the Maximum Revolving Credit Loan less the aggregate principal amount of all outstanding Revolving Credit Advances; and PROVIDED FURTHER, HOWEVER, that (A) no Letter of Credit shall have an expiry date that which is five more than one year following the date of issuance thereof, (5B) Business Days prior GE Capital shall be under no obligation to incur Letter of Credit Obligations in respect of any Letter of Credit having an expiry date which is later than the Stated Commitment Termination Date; , (iiC) each no Letter of Credit shall be in a stated amount of at least less than $5,000; 10,000 and (iiiD) the Borrower may not request any Letter terms of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed acceptable to utilize GE Capital in all respects, in its sole discretion. It is understood that the Commitment determination of each Lender the bank or other legally authorized Person (including GE Capital) which shall issue or accept, as the case may be, any letter of credit or bankers' acceptance contemplated by an amount equal to the amount of such participationthis Section 2.3(a) shall be made by GE Capital, in its sole discretion.

Letters of Credit. (a) During From time to time and on any Business Day during the Availability Periodperiod from the date hereof to the tenth Business Day preceding the Termination Date, the each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections subsection (d) and (e) of this SectionSection 2.15, may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00025,000; and (iii) the Borrower may not request any Extension of Credit relating to a Letter of Credit if, after giving effect to such issuanceExtension of Credit, (AX) the aggregate LC Exposure Outstanding Credits would exceed the LC Commitment Commitments or (BY) that portion of the aggregate LC Exposure arising from Letters of Credit Exposure of all Lenders issued by such Issuing Bank and from LC Disbursements made by such Issuing Bank would exceed the Aggregate Commitment Amountamount of such Issuing Bank’s LC Commitment. Each Upon each Extension of Credit relating to a Letter of Credit issued by any Issuing Bank, each Lender shall be deemed todeemed, and hereby irrevocably and unconditionally agrees toagrees, to purchase from the such Issuing Bank without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000250,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders Lenders, would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.21(d), may, in its sole discretion, agrees to issue, at the request of the Administrative Borrower, Letters of Credit for the account of the Borrower Borrowers on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; and (ii) each Letter of Credit shall be in a stated amount of at least $5,000; and (iii) the Borrower Borrowers may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 Closing Date with respect to all Existing Letters of Credit and (ii) on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance Subject to and upon the agreements of the other 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 on the terms and conditions hereinafter set forth; provided forth herein, any Revolving Borrower may request that (i) each Letter of Credit shall expire an Issuing Lender in its individual capacity issue, at any time and from time to time on the earlier of (A) the date one year and after the date of issuance of such Letter of Credit Initial Borrowing Date and prior to the 5th day (or, in the case of any renewal or extension thereoftrade Letters of Credit, one year after such renewal or extensionthe 30th day) and (B) the date that is five (5) Business Days prior to the Stated Termination Revolving Loan Maturity Date; , for the account of such Revolving Borrower, (iix) an irrevocable sight standby letter of credit in a form customarily used by such Issuing Lender, or in such other form as has been approved by such Issuing Lender, in support of such obligations of Silgan or any of its Subsidiaries as may be requested by the respective Revolving Borrower (other than obligations in respect of any Permitted Subordinated Indebtedness), and (y) an irrevocable sight trade letter of credit in a form customarily used by such Issuing Lender, or in such other form as has been approved by such Issuing Lender, in support of commercial transactions of any Revolving Borrower or any of its Subsidiaries (each letter of credit issued pursuant to this Section 2.01(a), together with each letter of credit described in the immediately succeeding sentence, a "Letter of Credit"). It is hereby acknowledged and agreed that each of the letters of credit described in Schedule II (the "Existing Letters of Credit"), which were issued by Deutsche Bank under the Existing Credit Agreement and remain outstanding on the Initial Borrowing Date, shall be in constitute a stated amount of at least $5,000; 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 Credit Exposure Credit" for all purposes of all Lenders would exceed the Aggregate Commitment Amount. Each Lender this Agreement and 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 issued under such Letter of Credit this Agreement on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participationInitial Borrowing Date.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other 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 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; 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 Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During On the Availability Periodterms and conditions set forth herein (i) the Bank agrees, (A) from time to time on any Business Day during the Issuing Bank, in reliance upon period from the agreements of Closing Date to the other Lenders pursuant Revolving Termination Date to subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, issue Letters of Credit for the account of the Borrower on Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 2.14(b), and (B) to honor drafts under the terms and conditions hereinafter set forthLetters of Credit; provided that (i) each the Bank shall not be obligated to Issue any Letter of Credit shall expire on the earlier if as of (A) the date one year after the date of issuance Issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension"Issuance Date") and (B) after giving effect thereto, the date that is five (5) Business Days prior total amount of the L/C Obligations would exceed the L/C Commitment or the total amount of the L/C Obligations and the total amount of the Facility 2 Loans would exceed the Facility 2 Commitment. Within the foregoing limits, and subject to the Stated Termination Date; (ii) each Letter other terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be in a stated amount of at least $5,000; and (iii) fully revolving, and, accordingly, the Borrower may not request may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed; provided that the Bank shall in no event be under any obligation to issue 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 Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.:

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.21(d), may, in its sole discretion, agrees to issue, at the request of the BorrowerParent, Letters of Credit for the account of the any Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the any Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Subject to the Availability Periodterms and conditions of this Agreement and relying upon the representations and warranties herein set forth, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant Lender agrees to subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit issue for the account of the Borrower letters of credit, up to a maximum aggregate face amount of $10,000,000 outstanding at any time, in such form as may from time to time be approved by the Lender (each a "Letter of Credit" and collectively the "Letters of Credit"); provided, that on the terms date of the issuance of any Letter of Credit, and conditions hereinafter set forth; provided that (i) after giving effect to such issuance, and on each date thereafter, the Revolving Credit Extensions of Credit shall not exceed the Revolving Credit Committed Amount. Each Letter of Credit shall expire on (a) be in favor of such beneficiaries as the earlier of Borrower shall specify from time to time (Awhich shall be reasonably satisfactory to the Lender), (b) have an expiration date no later then one (1) year from the date of issuance thereof or, if earlier, the thirtieth (30th) day prior to the Revolving Credit Maturity Date, unless the Lender in its sole discretion shall permit a Letter of Credit to have an expiration date later than one (1) year after from the date of issuance thereof, and (c) be denominated in any currency issued by a nation within which is located a banking institution with which the Lender maintains a correspondent banking relationship at the time 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 other currency acceptable to the Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; 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 Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount. Each 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 on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000500,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.26(e), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided provided, that (i) each Letter of Credit shall be a standby letter of credit which shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, 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 Stated Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,00050,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Credit Exposure LC Exposure, plus the aggregate outstanding Revolving Loans of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments. Each Upon the issuance of each Letter of Credit (including the Existing Letters of Credit), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each such Letter of Credit equal to such Lender’s 's Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During Until the Availability PeriodCommitment Termination Date, the Issuing Bank, in reliance upon the agreements of the other Revolving Credit Lenders pursuant to subsections (d) and (e) of this SectionSection 2.6(d), may, in its sole discretion, agrees to issue, at the request of the BorrowerCompany, Letters of Credit for the account of the Borrower Borrowers on the terms and conditions hereinafter set forth; provided 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, 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 Stated Commitment Termination DateDate (except pursuant to a clause whereby the Issuing Bank is entitled to terminate the Letter of Credit on an annual basis by giving prior written notice to the beneficiary thereof in accordance with the written terms of such Letter of Credit); (ii) each Letter of Credit shall be in a stated amount of at least $5,00025,000; and (iii) the Borrower Borrowers may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment Commitment, or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Upon the issuance of each Letter of Credit each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each such Letter of Credit equal to such Revolving Credit Lender’s Pro Rata Share Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Revolving Credit Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the The Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.20(d), may, in its sole discretion, agrees to issue, at the request of the either Borrower, Letters of Credit for the account of such Borrower and to make LC Disbursements payable in accordance with the Borrower terms and conditions of Letters of Credit issued hereunder, all on the terms and conditions hereinafter set forthforth herein; provided 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) no later than the date that is five (5) Business Days prior to the Stated Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least no less than $5,000100,000; and (iii) the no Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, (A) issuance the aggregate LC Exposure would exceed the LC Commitment; (iv) AGC may not request any Letter of Credit that would result in the Extensions of Credit made to it to exceed the AGC Commitment or Limit; and (Bv) no Borrower may request any Letter of Credit that would cause the aggregate Credit Exposure amount of all Lenders would Extensions of Credit to exceed the Aggregate Commitment AmountCommitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.22(d), may, in its sole discretion, agrees to issue, at the request of the BorrowerBorrowers’ Agent, Letters of Credit for the account of the Borrower Borrowers on the terms and conditions hereinafter set forth; provided provided, that (i) each Letter of Credit shall expire on the earlier of (A) not later than the date one year after the date of issuance of such Letter of Credit (or, 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 Stated Termination Date); (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000, or such lesser amount as may be agreed to in writing by the Issuing Bank; and (iii) the Borrower Borrowers may not request any Letter of Credit Credit, if, after giving effect to such issuance, 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 Commitment Amount. Each 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 on the date of issuanceissuance with respect to all other Letters of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this SectionSection 2.24(d), may, in its sole discretion, agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided 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, 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 Stated Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000100,000; and (iii) the Borrower may not request any Letter of Credit Credit, if, after giving effect to such issuance, issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Credit Exposure of all Lenders would exceed the Aggregate Commitment AmountRevolving Commitments. Each 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 without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuanceCredit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.