Common use of Issuance of Letters of Credit and Purchase of Participations Therein Clause in Contracts

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, increase or extend an outstanding Letter of Credit) at the request and for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided that (i) each Letter of Credit shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to such Issuing Bank; (iii) after giving effect to such issuance or increase, in no event shall (x) the Total Revolving Credit Exposure exceed the Revolving Credit Commitments then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitment; (iv) after giving effect to such issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect to the Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect and (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Initial Revolving Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit. Subject to the foregoing, an Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless such Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower; provided that such Issuing Bank is not required to extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, that if any Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, extend or increase any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Revolving Applicable Percentage of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary set forth herein, an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, extend or increase or extend an any outstanding Letter of Credit) at the request and for the account of the Borrower in (including for the aggregate amount up to but not exceeding the Letter purpose of Credit Sublimitsupporting obligations of Parent or any of its Restricted Subsidiaries); provided that (i) each Letter of Credit shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 250,000 or such lesser amount as is acceptable to such the applicable Issuing Bank; (iii) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall (x) the Total Revolving Credit Exposure Utilization of Commitments exceed the Revolving Credit Commitments Commitment Aggregate Available Amount then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitmenteffect; (iv) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance issuance, amendment, extension or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect attributable to Letters of Credit issued by any Issuing Bank exceed the Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans and Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then Bank’s Commitment Available Amount hereunder, unless otherwise agreed to in effect writing by such Issuing Bank, and (vivii) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth five Business Day Days prior to the Initial Revolving Maturity Date and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit, unless otherwise agreed to in writing by such Issuing Bank. Subject to If the foregoingBorrower so requests in the Application for any Letter of Credit, an the applicable Issuing Bank may may, in its sole discretion, agree that to issue a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachthat has automatic extension provisions (each such Letter of Credit, unless an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank elects not to extend for prevent any such additional extension at least once in each twelve-month period and provides (commencing with the date of issuance of such Letter of Credit) by giving prior notice to that effect the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the Borrower; provided that such Issuing Bank is not required to extend any time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (except that the expiration date may be extended by up to one year from the then-current form), (B) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form under the terms hereof or (C) it has received written notice from the Required Lenders or the Borrower in accordance with Section 2.4(e) that an Event one or more of Default has occurred and is continuing at the time conditions in Section 4.2(b), (c) or (d) would not be satisfied if such Issuing Bank must elect to allow such extension; provided, further, that if Letter of Credit were so extended. If any Revolving Lender is a Defaulting Lender, no an Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the such Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable such Issuing Bank. Unless otherwise expressly agreed Each request by the applicable Issuing Bank and Borrower for the Borrower when a issuance, amendment, extension or increase of any Letter of Credit is issued, shall be deemed to be a representation and warranty that the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary conditions set forth hereinin clauses (iii), an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally(iv) and (v) above have been met.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, extend or increase or extend an any outstanding Letter of Credit) at the request and for the account of the Borrower in (including for the aggregate amount up to but not exceeding the Letter purpose of Credit Sublimitsupporting obligations of Parent or any of its Restricted Subsidiaries); provided that (i) each Letter of Credit shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 250,000 or such lesser amount as is acceptable to such the applicable Issuing Bank; (iii) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall (x) the Total Revolving Credit Exposure Utilization of Commitments exceed the Revolving Credit Commitments Aggregate Available Commitment Amount then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitmenteffect; (iv) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance issuance, amendment, extension or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect attributable to Letters of Credit issued by any Issuing Bank exceed the Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans (and Swing Line Loans, in the case of the Swing Line Lender) and Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then Bank’s Aggregate Available Commitment Amount hereunder, unless otherwise agreed to in effect writing by such Issuing Bank, and (vivii) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth five Business Day Days prior to the Initial Revolving Maturity Date and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit, unless otherwise agreed to in writing by such Issuing Bank. Subject to If the foregoingBorrower so requests in the Application for any Letter of Credit, an the applicable Issuing Bank may may, in its sole discretion, agree that to issue a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachthat has automatic extension provisions (each such Letter of Credit, unless an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank elects not to extend for prevent any such additional extension at least once in each twelve-month period and provides (commencing with the date of issuance of such Letter of Credit) by giving prior notice to that effect the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the Borrower; provided that such Issuing Bank is not required to extend any time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (except that the expiration date may be extended by up to one year from the then-current form), (B) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form under the terms hereof or (C) it has received written notice from the Required Lenders or the Borrower in accordance with Section 2.4(e) that an Event one or more of Default has occurred and is continuing at the time conditions in Section 4.2(b), (c) or (d) would not be satisfied if such Issuing Bank must elect to allow such extension; provided, further, that if Letter of Credit were so extended. If any Revolving Lender is a Defaulting Lender, no an Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the such Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable such Issuing Bank. Unless otherwise expressly agreed Each request by the applicable Issuing Bank and Borrower for the Borrower when a issuance, amendment, extension or increase of any Letter of Credit is issued, shall be deemed to be a representation and warranty that the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary conditions set forth hereinin clauses (iii), an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally(iv) and (v) above have been met.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, increase renew or extend an outstanding Letter of Credit) at the request and for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided that provided, (i) each Letter of Credit shall be denominated in dollarsDollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 250,000 or such lesser amount as is acceptable to such Issuing Bank; (iii) after giving effect to such issuance or increaseissuance, in no event shall (x) the Total Revolving Credit Exposure Utilization of Commitments exceed the Revolving Credit Commitments then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitmenteffect; (iv) after giving effect to such issuance or increaseissuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect to the Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect and (viv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day five days prior to the Initial Revolving Maturity Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit. Subject to the foregoing, an Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless such Issuing Bank elects not to extend for any such additional period and provides notice to that such effect to the BorrowerBorrower as set forth in such Letter of Credit, as applicable; provided that such provided, Issuing Bank is shall not required to extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, that if any Revolving Lender is a Defaulting Lender, no Issuing Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary set forth herein, an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generallyUsage.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, extend or increase or extend an any outstanding Letter of Credit) at the request and for the account of the Borrower in (including for the aggregate amount up to but not exceeding the Letter purpose of Credit Sublimitsupporting obligations of its Subsidiaries); provided that (i) each Letter of Credit shall be denominated in dollarsdollars or any Alternative Currency; (ii) the stated amount of each Letter of Credit shall not be less than the Dollar Equivalent of $100,000 250,000 or such lesser amount as is acceptable to such the applicable Issuing Bank; (iii) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall (x) the Total Revolving Credit Exposure Utilization of Commitments exceed the Revolving Credit Commitments then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitmenteffect; (iv) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance issuance, amendment, extension or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect attributable to Letters of Credit issued by any Issuing Bank exceed the Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans (and Swing Line Loans, in the case of the Swing Line Lender) and Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then Bank’s Commitments hereunder, unless otherwise agreed to in effect writing by such Issuing Bank, and (vivii) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day five days prior to the Initial Revolving Maturity Date and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit. Subject to If the foregoingBorrower so requests in the Application for any Letter of Credit, an the applicable Issuing Bank may may, in its sole discretion, agree that to issue a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachthat has automatic extension provisions (each such Letter of Credit, unless an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank elects not to extend for prevent any such additional extension at least once in each twelve-month period and provides (commencing with the date of issuance of such Letter of Credit) by giving prior notice to that effect the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the Borrower; provided that such Issuing Bank is not required to extend any time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received written notice from the Required Lenders or the Borrower in accordance with Section 2.4(e) that an Event one or more of Default has occurred and is continuing at the time conditions in Section 4.2(b) or (c) would not be satisfied if such Issuing Bank must elect to allow such extension; provided, further, that if Letter of Credit were so extended. If any Revolving Lender is a Defaulting Lender, no an Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the such Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable such Issuing Bank. Unless otherwise expressly agreed Each request by the applicable Issuing Bank and Borrower for the Borrower when a issuance, amendment, extension or increase of any Letter of Credit is issuedshall be deemed to be a representation and warranty that the conditions set forth in clauses (iii), the rules of the ISP 98 shall apply to each Letter of Credit(iv) and (v) above have been met. Notwithstanding anything to the contrary set forth hereinforegoing, an Issuing Bank shall BofA will not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generallydenominated in Alternative Currencies.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, extend or increase or extend an any outstanding Letter of Credit) at the request and for the account of the Borrower in (including for the aggregate amount up to but not exceeding the Letter purpose of Credit Sublimitsupporting obligations of Parent or any of its Restricted Subsidiaries); provided that (i) each Letter of Credit shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 250,000 or such lesser amount as is acceptable to such the applicable Issuing Bank; (iii) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall (x) the Total Revolving Credit Exposure Utilization of Commitments exceed the Revolving Credit Commitments then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitmenteffect; (iv) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance issuance, amendment, extension or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect attributable to Letters of Credit issued by any Issuing Bank exceed the Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans (and Swing Line Loans, in the case of the Swing Line Lender) and Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then Bank’s Commitments hereunder, unless otherwise agreed to in effect writing by such Issuing Bank, and (vivii) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day five days prior to the Initial Revolving Maturity Date and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit. Subject to If the foregoingBorrower so requests in the Application for any Letter of Credit, an the applicable Issuing Bank may may, in its sole discretion, agree that to issue a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachthat has automatic extension provisions (each such Letter of Credit, unless an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank elects not to extend for prevent any such additional extension at least once in each twelve-month period and provides (commencing with the date of issuance of such Letter of Credit) by giving prior notice to that effect the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the Borrower; provided that such Issuing Bank is not required to extend any time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (except that the expiration date may be extended by up to one year from the then-current expiration date) or (B) it has received written notice from the Required Lenders or the Borrower in accordance with Section 2.4(e) that an Event one or more of Default has occurred and is continuing at the time conditions in Section 4.2(b) or (c) would not be satisfied if such Issuing Bank must elect to allow such extension; provided, further, that if Letter of Credit were so extended. If any Revolving Lender is a Defaulting Lender, no an Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the such Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable such Issuing Bank. Unless otherwise expressly agreed Each request by the applicable Issuing Bank and Borrower for the Borrower when a issuance, amendment, extension or increase of any Letter of Credit is issued, shall be deemed to be a representation and warranty that the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary conditions set forth hereinin clauses (iii), an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally(iv) and (v) above have been met.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, increase or extend an outstanding Letter of Credit) at the request and for the account of the Borrower in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; Sublimit; provided that (i) each Letter of Credit shall be denominated in dollars; dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to such Issuing Bank; Bank; (iii) after giving effect to such issuance or increase, in no event shall (x) the Total Revolving Credit Exposure exceed the Revolving Credit Commitments then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitment; Commitment; (iv) after giving effect to such issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect to the Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect and (vi) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Initial Revolving Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit. Subject to the foregoing, an Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless such Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower; Borrower; provided that such Issuing Bank is not required to extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; extension; provided, further, that if any Revolving Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, extend or increase any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Revolving Applicable Percentage of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary set forth herein, an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, extend or increase or extend an any outstanding Letter of Credit) at the request and for the account of the Borrower in (including for the aggregate amount up to but not exceeding the Letter purpose of Credit Sublimitsupporting obligations of Parent or any of its Restricted Subsidiaries); provided that (i) each Letter of Credit shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 250,000 or such lesser amount as is acceptable to such the applicable Issuing Bank; (iii) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall (x) the Total Revolving Credit Exposure Utilization of Commitments exceed the Revolving Credit Commitments then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitmenteffect; (iv) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance issuance, amendment, extension or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect attributable to Letters of Credit issued by any Issuing Bank exceed the Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans (and Swing Line Loans, in the case of the Swing Line Lender) and Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then Bank’s Commitments hereunder, unless otherwise agreed to in effect writing by such Issuing Bank, and (vivii) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth five Business Day Days prior to the Initial Revolving Maturity Date and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit, unless otherwise agreed to in writing by such Issuing Bank. Subject to If the foregoingBorrower so requests in the Application for any Letter of Credit, an the applicable Issuing Bank may may, in its sole discretion, agree that to issue a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachthat has automatic extension provisions (each such Letter of Credit, unless an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank elects not to extend for prevent any such additional extension at least once in each twelve-month period and provides (commencing with the date of issuance of such Letter of Credit) by giving prior notice to that effect the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the Borrower; provided that such Issuing Bank is not required to extend any time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (except that the expiration date may be extended by up to one year from the then-current form), (B) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form under the terms hereof or (C) it has received written notice from the Required Lenders or the Borrower in accordance with Section 2.4(e) that an Event one or more of Default has occurred and is continuing at the time conditions in Section 4.2(b), (c) or (d) would not be satisfied if such Issuing Bank must elect to allow such extension; provided, further, that if Letter of Credit were so extended. If any Revolving Lender is a Defaulting Lender, no an Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the such Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable such Issuing Bank. Unless otherwise expressly agreed Each request by the applicable Issuing Bank and Borrower for the Borrower when a issuance, amendment, extension or increase of any Letter of Credit is issued, shall be deemed to be a representation and warranty that the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary conditions set forth hereinin clauses (iii), an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally(iv) and (v) above have been met.

Issuance of Letters of Credit and Purchase of Participations Therein. (ak) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, extend or increase or extend an any outstanding Letter of Credit) at the request and for the account of the Borrower in (including for the aggregate amount up to but not exceeding the Letter purpose of Credit Sublimitsupporting obligations of Parent or any of its Restricted Subsidiaries); provided that (i) each Letter of Credit shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 250,000 or such lesser amount as is acceptable to such the applicable Issuing Bank; (iii) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall (x) the Total Revolving Credit Exposure Utilization of Commitments exceed the Revolving Credit Commitments Aggregate Available Commitment Amount then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitmenteffect; (iv) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance issuance, amendment, extension or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect attributable to Letters of Credit issued by any Issuing Bank exceed the Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans (and Swing Line Loans, in the case of the Swing Line Lender) and Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then Bank’s Aggregate Available Commitment Amount hereunder, unless otherwise agreed to in effect writing by such Issuing Bank, and (vivii) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth five Business Day Days prior to the Initial Revolving Maturity Date and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit, unless otherwise agreed to in writing by such Issuing Bank. Subject to If the foregoingBorrower so requests in the Application for any Letter of Credit, an the applicable Issuing Bank may may, in its sole discretion, agree that to issue a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachthat has automatic extension provisions (each such Letter of Credit, unless an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank elects not to extend for prevent any such additional extension at least once in each twelve-month period and provides (commencing with the date of issuance of such Letter of Credit) by giving prior notice to that effect the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the Borrower; provided that such Issuing Bank is not required to extend any time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (except that the expiration date may be extended by up to one year from the then-current form), (B) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form under the terms hereof or (C) it has received written notice from the Required Lenders or the Borrower in accordance with Section 2.4(e) that an Event one or more of Default has occurred and is continuing at the time conditions in Section 4.2(b), (c) or (d) would not be satisfied if such Issuing Bank must elect to allow such extension; provided, further, that if Letter of Credit were so extended. If any Revolving Lender is a Defaulting Lender, no an Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the such Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable such Issuing Bank. Unless otherwise expressly agreed Each request by the applicable Issuing Bank and Borrower for the Borrower when a issuance, amendment, extension or increase of any Letter of Credit is issued, shall be deemed to be a representation and warranty that the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary conditions set forth hereinin clauses (iii), an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally(iv) and (v) above have been met.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) During the Initial Revolving Availability Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, extend or increase or extend an any outstanding Letter of Credit) at the request and for the account of the Borrower in (including for the aggregate amount up to but not exceeding the Letter purpose of Credit Sublimitsupporting obligations of Parent or any of its Restricted Subsidiaries); provided that (i) each Letter of Credit shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 250,000 or such lesser amount as is acceptable to such the applicable Issuing Bank; (iii) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall (x) the Total Revolving Credit Exposure Utilization of Commitments exceed the Revolving Credit Commitments then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitmenteffect; (iv) after giving effect to such issuance issuance, amendment, extension or increase, in no event shall the aggregate Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (v) after giving effect to such issuance issuance, amendment, extension or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect attributable to Letters of Credit issued by any Issuing Bank exceed the Issuing Bank Sublimit of such Issuing Bank, unless otherwise agreed to in writing by such Issuing Bank, (vi) after giving effect to such issuance, amendment, extension or increase, in no event shall the aggregate amount of Revolving Loans (and Swing Line Loans, in the case of the Swing Line Lender) and Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then Bank’s Commitments hereunder, unless otherwise agreed to in effect writing by such Issuing Bank, and (vivii) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day five days prior to the Initial Revolving Maturity Date and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit. Subject to If the foregoingBorrower so requests in the Application for any Letter of Credit, an the applicable Issuing Bank may may, in its sole discretion, agree that to issue a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachthat has automatic extension provisions (each such Letter of Credit, unless an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank elects not to extend for prevent any such additional extension at least once in each twelve-month period and provides (commencing with the date of issuance of such Letter of Credit) by giving prior notice to that effect the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the Borrower; provided that such Issuing Bank is not required to extend any time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiration date not later than the date five days prior to the Maturity Date; provided, however, that the applicable Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (except that the expiration date may be extended by up to one year from the then-current form), (B) such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form under the terms hereof or (C) it has received written notice from the Required Lenders or the Borrower in accordance with Section 2.4(e) that an Event one or more of Default has occurred and is continuing at the time conditions in Section 4.2(b), (c) or (c) would not be satisfied if such Issuing Bank must elect to allow such extension; provided, further, that if Letter of Credit were so extended. If any Revolving Lender is a Defaulting Lender, no an Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable such Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of the such Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable such Issuing Bank. Unless otherwise expressly agreed Each request by the applicable Issuing Bank and Borrower for the Borrower when a issuance, amendment, extension or increase of any Letter of Credit is issued, shall be deemed to be a representation and warranty that the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary conditions set forth hereinin clauses (iii), an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally(iv) and (v) above have been met.

Issuance of Letters of Credit and Purchase of Participations Therein. (a) Letters of Credit. Company acknowledges and confirms that Issuing Bank holds Existing Letters of Credit in the respective principal amounts outstanding as of the Closing Date set forth opposite its name on Schedule 2.4 annexed hereto. Company hereby represents, warrants, agrees, covenants and (1) reaffirms that it is not aware of any defense, set off, claim or counterclaim against any Agent or Issuing Bank in regard to its Obligations in respect of such Existing Letters of Credit and (2) reaffirms its obligation to pay such Existing Letters of Credit in accordance with the terms and conditions of this Agreement and the other Credit Documents. Based on the foregoing, Company and each Lender agree that, other than any amounts owed (whether or not presently due and payable, and including all interest and fees accrued to the Closing Date (which shall be payable on the next Interest Payment Date with respect to the Existing Revolving Loans to which such Letter of Credit and interest relates)) by Company to Issuing Bank or in respect of the Existing Letters of Credit, all Existing Letters of Credit shall, as of the Closing Date, be converted to, maintained as, and owed by Company under or in respect of Letters of Credit hereunder and shall constitute Letter of Credit Usage hereunder for purposes of the Letter of Credit Sublimit. During the Initial Revolving Availability Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit (or amend, renew, increase or extend an outstanding Letter of Credit) at the request and for the account of the Borrower Company in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided that provided, (i) each Letter of Credit shall be denominated in dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 $ 10,000 or such lesser amount as is acceptable to such Issuing Bank; (ii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Borrowing Base then in effect (determined on the date on which Administrative Agent has most recently received a Borrowing Base Certificate) and in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iii) after giving effect to such issuance or increase, in no event shall (x) the Total Revolving Credit Exposure exceed the Revolving Credit Commitments then in effect or (y) any Revolving Lender’s Revolving Credit Exposure exceed such Revolving Lender’s Revolving Credit Commitment; (iv) after giving effect to such issuance or increaseissuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, ; (v) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect to the Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect and (viiv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Initial Revolving Maturity Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; and (v) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, an Issuing Bank may agree that a standby Letter of Credit (other than Existing Letters of Credit) will automatically be extended for one or more successive periods not to exceed one year each, unless such Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrowerperiod; provided that such provided, Issuing Bank is shall not required to extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, that if any Revolving Lender is in the event a Defaulting LenderFunding Default exists, no Issuing Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower Company to eliminate such Issuing Bank’s 's risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Revolving Applicable Percentage 's Pro Rata Share of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary set forth herein, an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generallyUsage.