Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which any the Issuing Lender may reasonably require and in reliance upon require, during the representations and warranties set forth herein, each Revolving Commitment Period the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by such Issuing Lender ofin, standby Letters of Credit in Dollars for the account of a Credit Party from time to time from the Closing Date until the Maturity Date as the Borrower may request, upon request in a form acceptable to such the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed SIXTY THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($60,000,0003,500,000) (the “"LOC Committed Amount”); ") and (ii) with regard to each Lender individually, such Lender’s share the sum of outstanding the aggregate amount of Revolving Loans and Swingline Loans and plus the aggregate amount of LOC Obligations shall not at any time exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, extended shall have an expiry date extending beyond the date five (5) Business Days Revolving Termination Date, except that prior to the Maturity DateRevolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof and set forth in this Agreement (including the limitations set forth in Section 2.01), upon the request of the LOC DocumentsBorrower, if anyto issue standby letters of credit and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, increase or otherwise modify Facility LCs (“Modify,” and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, to any LC Issuer shall not exceed the amount agreed upon in a form acceptable to writing between the Borrower and such Issuing LenderLC Issuer; provided, however, that (ib) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC all LC Obligations shall not exceed such Lender’s the lesser of $4,000,000,000 and the Aggregate Commitment Percentage of the Revolving Committed Amount; and (iiic) with regard to the Lenders collectively, stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper limited liability company (or, if applicable, corporate) purpose. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days later than seven days prior to the Maturity last scheduled Termination Date. Each Letter By their execution of Credit shall comply with this Agreement, the related LOC Documents. The issuance date of parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issueincrease or otherwise modify Facility LCs (“Modify”, and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding any LC Issuer shall not at any time exceed SIXTY MILLION DOLLARS the amount of such LC Issuer’s LC Pro Rata Share of the LC Sublimit ($60,000,000) (or such higher amount agreed upon in writing between the “LOC Committed Amount”Borrower and such LC Issuer); (iib) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC all LC Obligations shall not exceed such Lender’s Commitment Percentage the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. No Letter Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of Credit shall business on the earlier of (xi) have an original expiry the date more than one year from after the date of the issuance of such Facility LC (or, in the case of any renewal or (y) as originally issued extension thereof, one year after such renewal or as extended, have an extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five (5) Business Days prior to the Maturity next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Each Letter Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of Credit shall comply such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an approaching Termination Date, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LOC DocumentsLC Obligations are satisfied in full. The issuance date By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the “LC Commitment”), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed 1/6 of the LC Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year after its issuance; provided that any Facility LC 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 referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the LOC Documents, if anyletters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed to be Facility LCs issued pursuant to this Agreement, and any other terms and conditions which any Issuing Lender may reasonably require and reference in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees this Agreement to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); issuance” of a Facility LC (iior “issue” or other references to forms of such verb in this context) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of include the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of deemed issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayprovided hereby.

Issuance. Subject (i) Upon the terms and subject to the conditions of this Agreement, the Revolving Lenders agree to incur, from time to time during the Availability Period, upon the request of the Borrower, and for the Borrower’s account, Letter of Credit Obligations by issuing Letters of Credit through the Revolving Agent or an affiliate, bank or other legally authorized Person selected or approved by the Revolving Agent (each, an “L/C Issuer”) for the Borrower’s account; provided that each Revolving Lender shall, subject to the terms and conditions hereof and hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of the LOC DocumentsCredit, if any, and any other terms and conditions which any Issuing Lender may reasonably require and as more fully described in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby paragraph (b)(ii) below. Letters of Credit in Dollars from time to time from shall be made such that the Closing Date until aggregate amount of all such Letter of Credit Obligations, plus the Maturity Date as the Borrower may requestaggregate amount of any outstanding Revolving Loans, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed AmountAvailable Commitments. No such Letter of Credit shall (x) have an original expiry date that is (A) more than one year from following the date of issuance thereof, unless otherwise consented to in writing by the Revolving Agent in its sole discretion (subject to renewal provisions as described in Section 1.06(a)(ii)), or (yB) as originally issued or as extendedlater than the Maturity Date, unless otherwise consented to in writing by the Required Revolving Lenders (including with respect to customary evergreen provisions). (ii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date extending beyond the date five (5) Business Days prior to not later than the Maturity Date. Each ; provided that the relevant L/C Issuer shall not permit any such renewal if the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit shall comply with in its renewed form under the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayterms hereof.

Issuance. Subject to The LC Issuers hereby agree, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, issue commercial and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Closing Date until and prior to the Maturity Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (ia) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage aggregate amount of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC LC Obligations shall not exceed the Facility LC Sublimit, (b) the aggregate amount of the outstanding LC Obligations in respect of all Facility LCs issued by any LC Issuer shall not exceed the LC Issuer Commitment of such LC Issuer and (c) the Dollar Amount of the Aggregate Outstanding Revolving Committed AmountCredit Exposure shall not exceed the Aggregate Revolving Loan Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Date. Each Letter Date (unless at the time of Credit shall comply issuance or Modification of such Facility LC, such Facility LC has been cash collateralized to the reasonable satisfaction of the applicable LC Issuer in accordance with the related LOC Documentsprocedures set forth in Section 2.24.11) and (y) one year after its issuance or Modification; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which shall in no event extend beyond the date referred to in clause (x) above). The issuance date of each Letter of Credit All Existing Facility LCs shall be deemed to have been issued pursuant to this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding anything herein to the contrary, no LC Issuer shall have any obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a Business Dayviolation of any Sanctions by any party to this Agreement.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each Issuing Lender agrees such letter of credit, together with each Existing Letter of Credit, a “Facility LC”) and to issuerenew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Revolving Credit Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (ix) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC LC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or LC Commitment, (y) as originally issued or as extendedthe Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer's LC Issuer Sublimit, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date extending later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date, the Borrower shall deliver to the Agent cash, to be held by the Agent, for the benefit of the LC Issuers and the Lenders, in the Facility LC Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LCs in an amount equal (when aggregated with all other Cash Collateral in the Facility LC Collateral Account) to the Minimum Collateral Amount (which cash will be invested pursuant to the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if (i) as of the close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer's notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date five referred to in clause (5x) Business Days prior to above. As of the Maturity Closing Date. Each Letter , each of the Existing Letters of Credit shall comply with constitute, for all purposes of this Agreement and the related LOC other Loan Documents. The issuance date of each Letter of Credit shall be , a Business DayFacility LC issued and outstanding hereunder.

Issuance. (i) Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each the Borrower may request the issuance of, and the Issuing Lender Bank hereby agrees to issueissue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Required Debt Service Reserve Amount (and each Lender severally agrees the Issuing Bank shall refuse to participate in the issuance by such Issuing Lender of, standby issue a Letter of Credit for any other purpose). Letters of Credit in Dollars from time to time from issued hereunder shall constitute utilization of the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not total aggregate LC Commitment and at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, LC Exposure of all LC Lenders at such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations time shall not exceed the Revolving Committed Amounttotal aggregate LC Commitment of all LC Lenders. No The Issuing Bank will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder. (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank and without any further action on the part of the Issuing Bank or the LC Lenders, each LC Lender shall (x) be deemed to have an original expiry date more than one year purchased, and hereby agrees to irrevocably purchase, from the date Issuing Bank a participation in such Letter of issuance or Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (ydetermined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) as originally issued or as extended, have an expiry date extending beyond of the date five Stated Amount under such Letter of Credit. (5iii) Business Days prior to the Maturity Date. Each Letter of Credit (A) shall comply with be denominated in Dollars, (B) expire no later than the related LOC Documents. The issuance earlier of (x) the 7th anniversary of its date of each Letter issuance and (y) the Maturity Date and (B) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Credit shall be a Business DayCommerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed between the Borrower, the Administrative Agent and the applicable Issuing Bank.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue Facility LCs on behalf of any Loan Party and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing Effective Date until and prior to the Maturity Facility Termination Date as upon the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that request of the Domestic Borrower. (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS The maximum face amount of ($60,000,000A) (the “LOC Committed Amount”); (ii) with regard each Facility LC to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations be issued shall not exceed such Lender’s Commitment Percentage $40,000,000 (or the applicable foreign currency equivalent thereof) minus the sum of the Revolving Committed Amount; and (iii1) with regard to the Lenders collectively, the aggregate principal undrawn amount of all outstanding Revolving LoansFacility LCs at such time and, Swingline Loans and LOC without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time; (B) each Canadian Facility LC to be issued shall not exceed the Revolving Committed Amount. No Canadian Dollar equivalent of $1,000,000 minus the sum of (1) the aggregate undrawn amount of all outstanding Canadian Facility LCs at such time and, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Canadian Facility LCs outstanding at such time; (C) each UK Letter of Credit to be issued shall not exceed the Pounds Sterling equivalent of $1,000,000 minus the sum of (x1) have an original expiry date more than one year from the date aggregate undrawn amount of all outstanding UK Letters of Credit at such time and, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all UK Letter of Credit outstanding at such time; and (D) each UK Letter Guarantee to be issued shall not exceed £600,000 minus the sum of (1) the aggregate undrawn amount of all outstanding UK Letter Guarantees at such time and, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all UK Letter Guarantees outstanding at such time. (ii) The LC Issuer shall not be obligated to issue (A) any Domestic Facility LC if at the time of the proposed issuance there is no Domestic Availability, (B) any Canadian Facility LC if at the time of the proposed issuance there is no Canadian Availability, or (yC) as originally any UK Facility LC if at the time of the proposed issuance there is no UK Availability. (iii) All Canadian Facility LCs shall be issued in Canadian Dollars, all UK Facility LCs shall be issued in Pounds Sterling, and all Domestic Facility LCs shall be issued in Dollars, Canadian Dollars or as extended, Pounds Sterling. (iv) No Facility LC (or any renewal thereof) shall have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Date. Each Letter of Credit shall comply Facility Termination Date and (y) one year after its issuance; provided that each Facility LC with a one-year tenor may provide for the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayrenewal thereof for additional one-year periods.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each Issuing Lender agrees such letter of credit, together with each letter of credit issued or deemed to issuebe issued pursuant to the Previous Credit Agreement and outstanding on the Closing Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Revolving Credit Termination Date until upon the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage request of the Revolving Committed AmountBorrower; and (iii) with regard to the Lenders collectivelyprovided that immediately after each such Facility LC is issued or Modified, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending later than the earlier of (x) the fifth Business Day prior to the Revolving Credit Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date five referred to in the preceding clause (5x)). If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the LC Issuer with respect to such Facility LC, the LC Issuer shall timely give notice of termination if (i) Business Days as of the close of business on the seventeenth (17th) day prior to the Maturity Date. Each Letter last day upon which the LC Issuer’s notice of Credit shall comply with termination may be given to the related LOC Documents. The beneficiaries of such Facility LC, the LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date of each Letter of Credit shall be a Business Dayreferred to in clause (x) above.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issueincrease or otherwise modify Facility LCs (“Modify”, and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding any LC Issuer shall not at any time exceed SIXTY MILLION DOLLARS $100,000,000 ($60,000,000) (or such higher amount agreed upon in writing between the “LOC Committed Amount”Borrower and such LC Issuer); (iib) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC all LC Obligations shall not exceed such Lender’s Commitment Percentage the LC Sublimit, (c) the stated amount of all Facility LCs that have scheduled expiry dates after the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. No Letter Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of Credit shall business on the earlier of (xi) have an original expiry the date more than one year from after the date of the issuance of such Facility LC (or, in the case of any renewal or (y) as originally issued extension thereof, one year after such renewal or as extended, have an extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five (5) Business Days prior to the Maturity next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date (which later expiration date shall not be later than one year following such next scheduled Termination Date) so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Each Letter Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of Credit shall comply such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an approaching Termination Date, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LOC DocumentsLC Obligations are satisfied in full. The issuance date By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issueincrease or otherwise modify Facility LCs (“Modify”, and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding any LC Issuer shall not at any time exceed SIXTY MILLION DOLLARS $250,000,000 ($60,000,000) (or such higher amount agreed upon in writing between the “LOC Committed Amount”Borrower and such LC Issuer); (iib) with regard to each the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (c) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. No Letter Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of Credit shall business on the earlier of (xi) have an original expiry the date more than one year from after the date of the issuance of such Facility LC (or, in the case of any renewal or (y) as originally issued extension thereof, one year after such renewal or as extended, have an extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five (5) Business Days prior to the Maturity next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Each Letter Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of Credit shall comply such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an approaching Termination Date, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LOC DocumentsLC Obligations are satisfied in full. The issuance date By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC issued by it (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s $250,000,000, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of the outstanding Revolving Loans, Swingline Loans and LOC LC Obligations issued by each LC Issuer shall not exceed the Revolving Committed Amountsuch LC Issuer’s LC Commitment. No Letter Facility LC shall have an expiry date later than the earlier of Credit shall (x) have an original expiry date more than the fifth Business Day prior to the Facility Termination Date and (y) one year from after its issuance; it being understood that if the Borrower so requests in any applicable Facility LC Application, each LC Issuer may, in its sole and absolute discretion, agree to issue a Facility LC that has automatic extension provisions, provided that any such Facility LC must permit such LC Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance or (yof such Facility LC) as originally issued or as extendedby giving notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Facility LC is issued, and provided, further, that no Facility LC may have an its expiry date extending beyond extended to a date later than the date five referred to in clause (5x) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayabove.

Issuance. Subject to the terms and conditions hereof and of the LOC Documentsthis Agreement, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time-to-time from the Closing Date until 30 days before the Maturity Date as Date, at the request of a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of such Borrower may request, or for the account of any Subsidiary of a Borrower (in a form acceptable which case such Borrower and such Subsidiary shall be co-applicants with respect to such Issuing Lender; provided, however, that (iLetter of Credit) on any Business Day. All Letters of Credit outstanding under the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (Existing Credit Agreement will deemed to be issued under this Agreement on the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed AmountClosing Date. No Letter of Credit shall will be issued, increased, or extended: (xi) have if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the aggregate Revolving Commitments minus the sum of the aggregate outstanding principal amount of all Revolving Advances and (B) the Borrowing Base minus the sum of the aggregate outstanding principal amount of all Revolving Advances; (ii) unless such Letter of Credit has an original expiry expiration date more not later than the earlier of (A) one year from after the date of issuance or thereof and (yB) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to 180 days after the Maturity Date. Each ; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall comply with in no event extend beyond the related LOC Documents. The issuance date of each 180th day after the Maturity Date) if such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless such Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or any successor to such publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit denominated in U.S. dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing Date until and prior to the Maturity Termination Date as upon the Borrower may request, in a form acceptable to such Issuing Lenderrequest of the Company; provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, the LOC Obligations outstanding shall not at any time Aggregate Outstanding Credit Exposure exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); Available Aggregate Commitment, (ii) with regard to immediately after each Lender individuallysuch Facility LC is issued or Modified, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage the amount of the Revolving Committed Amount; and LC Obligations exceed $50,000,000, (iii) with regard to the Lenders collectivelyimmediately after each such Facility LC is issued or Modified, the aggregate principal amount LC Obligations in respect of outstanding Revolving Loans, Swingline Loans all Facility LCs issued by any LC Issuer exceed $20,000,000 and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (iv) a Facility LC (x) have an original expiry date more be issued later than one year from 30 days prior to the date of issuance or scheduled Termination Date, (y) as originally issued or as extended, have an expiry date extending beyond later than the earlier of (1) the date five one year after the date of the issuance of such Facility LC (5) Business Days or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the Maturity Dateexpiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. Each Letter Notwithstanding the foregoing, the letters of Credit shall comply with credit identified on Schedule 3.1 (the related LOC Documents. The issuance date of each Letter of Credit “Existing LCs”) shall be a Business Daydeemed to be “Facility LCs” issued on the Closing Date for all purposes of the Credit Documents.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issueFacility LC (“Modify”, and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $50,000,000, and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date as the Borrower may request, in a form acceptable to such Issuing Lenderand (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility LC. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of, with, or for the LOC Obligations outstanding shall not benefit of any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any time exceed SIXTY MILLION DOLLARS ($60,000,000) (Sanctions, except to the “LOC Committed Amount”); extent permissible for a Person organized under the Laws of the United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) with regard in any manner that would result in a violation of any Sanctions by any party to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daythis Agreement.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each Issuing Lender agrees such letter of credit, a “Facility LC”) and to issuerenew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Revolving Credit Termination Date until upon the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage request of the Revolving Committed AmountBorrower; and (iii) with regard to the Lenders collectivelyprovided that immediately after each such Facility LC is issued or Modified, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending later than the earlier of (x) one year after the Revolving Credit Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date five referred to in the preceding clause (5x)). If one or more Facility LC’s are outstanding on the Revolving Commitment Termination Date, the Borrower shall pay to the LC Issuer cash, to be held by the LC Issuer, for the benefit of the Lenders, in the Facility LC Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LC’s in an amount equal to 100% of the maximum aggregate amount which may be drawn under all Facility LC’s then outstanding (which cash will be invested pursuant to the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the LC Issuer with respect to such Facility LC, the LC Issuer shall timely give notice of termination if (i) Business Days as of the close of business on the seventeenth (17th) day prior to the Maturity Date. Each Letter last day upon which the LC Issuer’s notice of Credit shall comply with termination may be given to the related LOC Documents. The beneficiaries of such Facility LC, the LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date of each Letter of Credit shall be a Business Dayreferred to in clause (x) above.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay (other than Barclays Bank PLC) letters of credit denominated in U.S. Dollars and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issueincrease or otherwise modify Facility LCs (“Modify”, and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding any LC Issuer shall not at any time exceed SIXTY MILLION DOLLARS such LC Issuer’s LC Commitment ($60,000,000) (or such higher amount agreed upon between the “LOC Committed Amount”Borrower and such LC Issuer); (iib) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC all LC Obligations shall not exceed such Lender’s Commitment Percentage the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. No Letter Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of Credit shall business on the earlier of (xi) have an original expiry the date more than one year from after the date of the issuance of such Facility LC (or, in the case of any renewal or (y) as originally issued extension thereof, one year after such renewal or as extended, have an extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five (5) Business Days prior to the Maturity next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Each Letter Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of Credit shall comply such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an approaching Termination Date, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LOC DocumentsLC Obligations are satisfied in full. The issuance date By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestCompany; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s $10,000,000, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Aggregate Outstanding Revolving Loans, Swingline Loans and LOC Obligations Credit Exposure shall not exceed the Aggregate Revolving Committed AmountCredit Commitments. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending later than one year after the Facility Termination Date; provided, that, (i) any Facility LC with an expiration date later than the Facility Termination Date shall be issued solely at the LC Issuer’s discretion and no LC Issuer shall have any obligation to issue a Facility LC with an expiration date beyond the date five Facility Termination Date, and (5ii) Business Days prior any Facility LC that remains outstanding after the Facility Termination Date shall be cash collateralized by an amount equal to 105% of the LC Obligations, which amount shall be held in the Facility LC Collateral Account. Notwithstanding anything herein to the Maturity contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Facility LC, or any Requirement of Law relating to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Facility LC in particular or shall impose upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date. Each Letter , or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (iii) if the issuance of Credit such Facility LC would violate one or more policies of the LC Issuer applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall comply with in each case be deemed not to be in effect on the related LOC Documents. The issuance Effective Date for purposes of clause (ii) above, regardless of the date of each Letter of Credit shall be a Business Dayenacted, adopted, issued or implemented.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $20,000,000 and (iiiii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitments. No Letter of Credit Facility LCs may have an expiry date beyond the Facility Termination Date, provided that (a) no Facility LC shall have an expiry date later than the date one year after the Facility Termination Date and (b) the Borrower is unconditionally obligated, without any further notice, act or demand, to (x) have pay to the Administrative Agent an original expiry date more than one year from amount in immediately available funds, which funds shall be held in the date Facility LC Collateral Account, equal to 105% to the amount of issuance LC Obligations outstanding on the Facility Termination Date or (y) as originally provide a letter of credit in the amount of, and securing, such LC Obligations in form and substance, and issued or as extendedby an issuer, have acceptable to the Required Lenders and the Administrative Agent. The letters of credit identified on Schedule 2.20 (each an expiry date extending beyond “Existing Facility LC”) shall each be deemed to be a “Facility LC” issued on the date five (5) Business Days prior of this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the Maturity Date. Each Letter contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of Credit shall comply which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the related LOC Documents. The issuance date time of each Letter such funding, is the subject of Credit shall be any Sanctions or (ii) in any manner that would result in a Business Dayviolation of any Sanctions by any party to this Agreement.

Issuance. (i) Subject to the terms and conditions hereof of this Agreement, the Borrowers may request that the L/C Issuer, in its individual capacity, issue L/Cs to beneficiaries designated by the Borrowers pursuant to an Application and other documentation in form and substance satisfactory to the L/C Issuer (collectively, the "L/C DOCUMENTS"). Each L/C shall be deemed to be a utilization of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and Revolving Credit Commitment of each Bank in reliance upon an amount equal to each Bank's pro rata share of the representations and warranties set forth herein, face amount of each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); L/C. (ii) with regard to each Lender individually, such Lender’s share Each L/C Document shall provide that drafts drawn thereunder shall be payable on sight (but in no event later than the Revolving Credit Commitment Termination Date). The maximum aggregate face amount of L/C's issued and outstanding Revolving Loans and Swingline Loans and LOC Obligations at any one time hereunder shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; Fifteen Million ($15,000,000) Dollars and all L/C's shall be denominated in Dollars. (iii) with regard The Borrowers shall give notice to the Lenders collectively, the aggregate principal amount L/C Issuer of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall a request for issuance of any L/C not exceed the Revolving Committed Amount. No Letter of Credit shall less than ten (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (510) Business Days prior to the Maturity Dateproposed issuance date (which prescribed time period may be waived at the option of the L/C Issuer in the exercise of its sole discretion). Each Letter of Credit such notice (an "ISSUANCE REQUEST") shall comply with specify: (1) the related LOC Documents. The issuance requested date of each Letter of Credit such issuance (which shall be a Business Day); (2) the maximum face amount of such L/C; (3) the expiration date of such L/C; (4) the purpose of such L/C; (5) the name and address of the beneficiary of such L/C; and (6) the required documents under any such L/C. (iv) Each L/C shall be issued by the L/C Issuer, subject to the payment by the Borrowers of the standard issuance fees and charges customarily imposed by the L/C Issuer in connection with the issuance thereof, pursuant to the L/C Issuer's standard form of application for such L/C Documents (each, an "APPLICATION" and collectively, the "APPLICATIONS") executed by the Borrowers. In the event that any term or condition set forth in any Application shall be inconsistent with the terms and conditions of this Agreement, the terms and conditions herein set forth shall prevail. (v) Notwithstanding the foregoing, the L/C Issuer shall not be under any obligation to issue any L/C Document if at the time of such issuance any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the L/C Issuer from issuing such L/C Documents or any requirement of law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from the issuance of letters of credit generally or any such L/C Documents in particular, or shall impose upon the L/C Issuer with respect to any L/C Documents any requirement (for which the L/C Issuer is not otherwise compensated) not in effect on the date hereof.

Issuance. Subject to and upon the terms and conditions hereof herein set forth, so long as no Default or Event of Default has occurred and of is continuing, the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require will, at any time and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from on and after the Closing Date until and prior to the earlier of (i) the seventh day prior to the Revolving Credit Maturity Date as and (ii) the Revolving Credit Termination Date, and upon request by the Borrower may requestin accordance with the provisions of SECTION 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to such the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed $100,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time; (b) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Revolving Credit Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Revolving Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; (c) The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not at otherwise compensated) not in effect on the Closing Date, or any time exceed SIXTY MILLION DOLLARS ($60,000,000) (unreimbursed loss, cost or expense that was not applicable, in effect or known to the “LOC Committed Amount”); Issuing Lender as of the Closing Date and that the Issuing Lender in good fait▇ ▇▇▇▇▇ ▇▇▇erial to it, or (ii) with regard to each the Issuing Lender individuallyshall have actual knowledge, such or shall have received notice from any Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard , prior to the Lenders collectively, the aggregate principal amount issuance of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No such Letter of Credit shall that one or more of the conditions specified in SECTIONS 4.1 (xif applicable) or 4.2 are not then satisfied (or have an original expiry date not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above; and (d) No more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter Letters of Credit shall be a Business Dayoutstanding at any one time.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify", and each such action a "Modification"), from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the "LC Commitment"), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed 25% of the LC Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year after its issuance; provided that any Facility LC 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 referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the LOC Documents, if anyletters of credit identified in Schedule II hereto and issued for the account of the Borrower shall be deemed to be Facility LCs issued pursuant to this Agreement, and any other terms and conditions which any Issuing Lender may reasonably require and reference in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard this Agreement to the Lenders collectively, "issuance" of a Facility LC (or "issue" or other references to forms of such verb in this context) shall include the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of deemed issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayprovided hereby.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby issue Letters of Credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity request of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $50,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date as and (y) one year after its issuance. If the Borrower may requestso requests in any applicable Facility LC Application, the LC Issuer may, in its sole and absolute discretion, agree to issue a form acceptable Facility LC that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the LC Issuer to prevent any such Issuing Lenderextension at least once in each twelve-month period (commencing with the date of issuance of such Facility LC) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Facility LC is issued. Unless otherwise directed by the LC Issuer, the Borrower shall not be required to make a specific request to the LC Issuer 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 LC Issuer to permit the extension of such Facility LC at any time to an expiry date not later than the Facility Termination Date; provided, however, that the LC Issuer shall not permit any such extension if (a) the LC Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Facility LC in its revised form (as extended) under the terms hereof (by reason of the provisions of this Section 2.20 or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (i) from the LOC Obligations outstanding shall Administrative Agent that the Required Lenders have elected not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); to permit such extension or (ii) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each case directing the LC Issuer not to permit such extension. The LC Issuer shall not be under any obligation to issue any Facility LC if a default of any Lender’s obligations to fund under Section 2.20 exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the LC Issuer has entered into arrangements satisfactory to the LC Issuer with regard the Borrower or such Lender to each Lender individually, eliminate the LC Issuer’s risk with respect to such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) requested by the Borrower or any of its Subsidiaries as the applicant or co-applicant thereof for the support of the Borrower’s or its Subsidiaries’ obligations and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $25,000,000, and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. The Borrower unconditionally and irrevocably agrees that, in connection with any Facility LC issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower may requestwill be fully responsible for the reimbursement of all payments made by the LC Issuers in respect of Facility LCs in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.19(d) to the same extent as if it were the sole account party in respect of such Facility LC (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a form acceptable guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Facility LC). No Facility LC shall have an expiry date later than the earlier to such Issuing Lenderoccur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more of a Facility LC may be up to one (1) year later than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) fifth Business Days Day prior to the Maturity Date. Each Letter Facility Termination Date if the Borrower has Cash Collateralized such Facility LC on or before the fifth Business Day prior to the Facility Termination Date in an amount equal to at least 103% of Credit shall comply the LC Obligations with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayrespect to such Facility LC.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit denominated in U.S. dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing Date until and prior to the Maturity Termination Date as upon the Borrower may request, in a form acceptable to such Issuing Lenderrequest of the Company; provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, the LOC Aggregate Outstanding Credit Exposure exceed the Available Aggregate Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) 50,000,000 (the “LOC Committed AmountOverall LC Sublimit”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed $25,000,000, as such amount may be increased or decreased from time to time with regard the written consent of the Company, the Agent and each LC Issuer (subject at all times to the Lenders collectivelyOverall LC Sublimit, provided that any increase in such amount with respect to any LC Issuer, and any subsequent decrease in such amount to an amount equal to $25,000,000 or more, shall only require the aggregate principal amount consent of outstanding Revolving Loans, Swingline Loans the Company and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall such LC Issuer) and (iv) a Facility LC (x) have an original expiry date more be issued later than one year from 30 days prior to the date of issuance or scheduled Termination Date, (y) as originally issued or as extended, have an expiry date extending beyond later than the earlier of (1) the date five one year after the date of the issuance of such Facility LC (5) Business Days or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the Maturity Dateexpiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. Each Letter Notwithstanding the foregoing, the letters of Credit shall comply with credit identified on Schedule 3.1 (the related LOC Documents. The issuance date of each Letter of Credit “Existing LCs”) shall be a Business Daydeemed to be “Facility LCs” issued on the Closing Date for all purposes of the Credit Documents.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing Date until and prior to the Maturity Termination Date as upon the request of the Borrower may requestor any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed the Aggregate Revolving Loan Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. Any reference in this Section 2.19 to a form acceptable request for a Facility LC by the Borrower shall be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility LC requested by any such Issuing LenderPerson shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC other than Extended Facility LCs issued pursuant to Section 2.19.13 shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Termination Date and (y) one year after its issuance; provided, however, that (i) any Facility LC with a one-year term may provide for the LOC Obligations outstanding shall renewal thereof for additional one-year periods that do not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (extend beyond the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall date referenced in clause (x) have an original expiry date more than one year from hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior Prior Credit Agreement. Subject to the Maturity satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, such letters of credit shall constitute, on and after the Closing Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit , Facility LCs and shall be a Business Daysubject to and benefit from this Agreement.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in U.S. dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing Date until and prior to the Maturity Termination Date as upon the Borrower may request, in a form acceptable to such Issuing Lenderrequest of the Company; provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, the LOC Obligations outstanding shall not at any time Aggregate Outstanding Credit Exposure exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); Available Commitment, (ii) with regard to immediately after each Lender individuallysuch Facility LC is issued or Modified, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage the amount of the Revolving Committed Amount; and LC Obligations exceed the Facility LC Sublimit, (iii) with regard to the Lenders collectivelyimmediately after each such Facility LC is issued or Modified, the aggregate principal amount LC Obligations in respect of outstanding Revolving Loans, Swingline Loans all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (iv) a Facility LC (x) have an original expiry date more be issued later than one year from 30 days prior to the date of issuance or scheduled Termination Date, (y) as originally issued or as extended, have an expiry date extending beyond later than the earlier of (1) the date five one year after the date of the issuance of such Facility LC (5) Business Days or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the Maturity Date. Each Letter of Credit shall comply with expiry date then in effect) and (2) the related LOC Documentsfifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. The issuance date Company may from time to time request to increase the Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in the sole discretion of the applicable LC Issuer, may be provided by one or more LC Issuers (each Letter of Credit LC Issuer so agreeing to an increase in its Facility LC Commitment, an “Increasing LC Issuer”), or by one or more other Lenders that wish to become an LC Issuer (each such Lender, an “Additional LC Issuer”); provided that each Increasing LC Issuer and each Additional LC Issuer shall be subject to the approval of the Company and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a Business Daycommitment on the part of any LC Issuer to increase its Facility LC Commitment. Notwithstanding the foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued on the Closing Date for all purposes of the Credit Documents.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each Issuing Lender agrees such letter of credit, a “Facility LC”) and to issuerenew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Revolving Credit Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (ix) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC LC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or LC Commitment, (y) as originally issued or as extendedthe Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer's LC Issuer Sublimit, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date extending later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date, the Borrower shall deliver to the Agent cash, to be held by the Agent, for the benefit of the LC Issuers and the Lenders, in the Facility LC Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LCs in an amount equal (when aggregated with all other Cash Collateral in the Facility LC Collateral Account) to the Minimum Collateral Amount (which cash will be invested pursuant to the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if (i) as of the close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer's notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date five referred to in clause (5x) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayabove.

Issuance. Subject to Each Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and documentary letters of credit denominated in Agreed Currencies (each Issuing Lender agrees a “Letter of Credit”) and to issuerenew, and each Lender severally agrees to participate in the issuance by such Issuing Lender ofextend, standby increase, decrease or otherwise modify Letters of Credit in Dollars (“Modify,” and each such action a “Modification”) from time to time from the Closing Third Restatement Date until to the Maturity Facility Termination Date as upon the Borrower may requestrequest of a Borrower; provided that immediately after any Letter of Credit is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitment, (ii) the LC Exposure shall not exceed $50,000,000, (iii) the aggregate Multicurrency Loans, Swingline Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not exceed $100,000,000. No Letter of Credit shall have an expiry date after the earlier of (x) have an original expiry five Business Days prior to the scheduled Facility Termination Date (unless such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date more than that is one year from after the date of issuance or thereof (y) as originally issued or as extended, have an expiry date extending provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods not to extend beyond the date five (5) Business Days prior to the Maturity scheduled Facility Termination Date. Each ) (or if such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall comply with the related LOC Documents. The issuance date of each an Issuer be obligated to issue or extend any Letter of Credit if, after giving effect to such issuance or extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer would exceed $25,000,000 (or if the maximum amount of LC Exposure permitted hereby shall be a Business Dayreduced to an amount less than $50,000,000, to 50% of such lesser amount).

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $0 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date as the Borrower may request, in a form acceptable to such Issuing Lenderand (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of the LC Obligations with respect to such Facility LC. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the LOC Obligations outstanding shall not at time of such funding, is the subject of any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); Sanctions or (ii) with regard in any manner that would result in a violation of any Sanctions by any party to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daythis Agreement.

Issuance. Subject For the purpose of inducing Executive to enter into this Agreement and the terms and conditions hereof and Asset Purchase Agreement, CRC agrees to issue options to purchase an aggregate of 1,000,000 shares of CRC common stock at an exercise price of seventeen cents per share (the "Options"). The Options shall be issued to such employees of the LOC DocumentsCompany as determined by Executive, if any, provided that no more than 820,000 of the Options shall be issued to Executive. The Options shall vest and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date become exercisable as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that follows: (i) if, as of January 1, 2001, the LOC Obligations Company had revenues for the year ending December 31, 2000 of at least $2,000,000, then one-third (and only one-third) of the outstanding Options shall not immediately vest and become exercisable; and (ii) if, as of January 1, 2002, the Company had cumulative revenues for the two years ending December 31, 2001 of at least $4,000,000, then an additional one-third (and only one-third) of the outstanding Options shall immediately vest and become exercisable. Notwithstanding anything herein to the contrary, all unvested Options shall immediately vest and become exercisable in the event that the Company achieves, at any time exceed SIXTY MILLION DOLLARS prior to December 31, 2002, cumulative revenues of at least $8,000,000. Notwithstanding anything herein to the contrary, ($60,000,000A) upon the termination of this Agreement due to Executive's death, all unvested Options held by Executive (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall but not exceed such Lender’s Commitment Percentage any other holder of the Revolving Committed AmountOptions) shall immediately vest and become exercisable; and (iiiB) with regard to upon the Lenders collectivelytermination of this Agreement under Section 5.3 or Section 5.4 above, the aggregate principal amount unvested Options held by Executive shall vest and become exercisable (if at all) in accordance with the provisions set forth above in this Section 9. 1. Except as expressly provided otherwise herein, any unvested Options shall be terminated and canceled upon such time that the employee to whom such Options were issued ceases to be employed by the Company. The Options shall be evidenced by separate Option Issuance Agreements, in the form adopted for such purpose by the Company's board of outstanding Revolving Loansdirectors, Swingline Loans which shall be executed and LOC Obligations shall not exceed delivered by the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from Company as soon as practicable following the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayhereof.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, issue standby and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby commercial Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing Amendment No. 5 Effective Date until and prior to the Maturity Five-Year Revolving Loan Termination Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable (i) the aggregate amount of the outstanding LC Obligations shall not exceed $100,000,000, (ii) the aggregate amount of the Five-Year Revolving Exposures shall not exceed the aggregate Five-Year Revolving Commitments, and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier to such Issuing Lenderoccur of (x) the fifth Business Day prior to the Five-Year Revolving Loan Termination Date and (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Five-Year Revolving Loan Termination Date if the Borrower has posted on or before the fifth Business Day prior to the Five-Year Revolving Loan Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of the LC Obligations with respect to such Facility LC. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the LOC Obligations outstanding shall not at time of such funding, is the subject of any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); comprehensive Sanctions, in each case where such activity or business is in violation of applicable Sanctions, or (ii) with regard in any manner that would result in a violation of applicable Sanctions by any party to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daythis Agreement.

Issuance. Subject to Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, issue standby Letters of Credit denominated in Dollars for the account of the Borrower (or the joint account of the Borrower and one or more of its Subsidiaries or other Persons in which the Borrower (directly or indirectly) owns any Capital Stock) (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate amount of the outstanding LC Obligations shall not exceed the Facility LC Sublimit, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the Borrower may request, in a form acceptable most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the fifth Business Day prior to such Issuing Lenderthe Facility Termination Date; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more of a Facility LC may be up to one (1) year later than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) fifth Business Days Day prior to the Maturity DateFacility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.17(l). Each Letter An LC Issuer shall not be under any obligation to issue any Facility LC if the issuance of Credit shall comply with the related LOC Documents. The issuance date such Facility LC would violate one or more policies of each Letter such LC Issuer applicable to Letters of Credit shall be a Business DayCredit.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and set forth in this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) requested by the Borrower or any of its Subsidiaries as the applicant or co-applicant thereof for the support of the LOC DocumentsBorrower’s or its Subsidiaries’ obligations and to renew, if anyextend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinincrease, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $50,000,000, and (iiiii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed Amount. No Letter Aggregate Commitment; provided, that no LC Issuer identified in clause (a) of Credit the definition thereof shall have any obligation to issue any Facility LC if, after giving effect thereto, the LC Obligations in respect of Facility LCs issued by such LC Issuer would exceed, (xi) have an original expiry date more than one year from in the date case of issuance or RBC, $25,000,000 and (yii) in the case of U.S. Bank, $25,000,000 (it being understood and agreed that any such LC Issuer may consent to issue Facility LCs in excess of such amounts in its sole discretion upon request of any Borrower so long as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.aggregate

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing Effective Date until and prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $50,000,000 and (iiiii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity DateFacility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year period may provide for the renewal thereof for additional one-year periods but in no event shall the expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Each Letter of Credit Notwithstanding the foregoing, a Facility LC shall comply be permitted to have an expiry date after the date referred to in clause (x) above if the Borrower shall have, on or prior to the date referred to in clause (x) above, (a) deposited with the related LOC DocumentsAdministrative Agent cash collateral equal to the outstanding face amount of such Facility LC or (b) delivered to the LC Issuer a “back-to-back” letter of credit relative to such Facility LC from an issuer and in form and substance satisfactory to each of the LC Issuer and the Administrative Agent in its sole discretion. The issuance date of On the initial Borrowing Date each Existing Letter of Credit shall be deemed to be a Business DayFacility LC issued under and governed in all respects by the terms and conditions of this Agreement, and each Lender shall participate in each Existing Letter of Credit in an amount equal to its Pro Rata Share of the face amount of such Existing Letter of Credit.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any the Issuing Lender may reasonably require and in reliance upon require, during the representations and warranties set forth herein, each Commitment Period the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by such Issuing Lender ofin, standby Letters of Credit for the account of the Borrowers (or a Subsidiary of the Company in Dollars accordance with clause (i) below) from time to time from the Closing Date until the Maturity Date as the Borrower may request, upon request in a form acceptable to such the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed SIXTY TWENTY MILLION DOLLARS ($60,000,00020,000,000) (the “LOC Committed Amount”); , (ii) with regard to each Lender individually, such Lender’s share the sum of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Loans plus outstanding Swingline Loans and plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed AmountAmount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. No Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than one year twelve (12) months from the date of issuance subject to automatic renewal by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, however, so long as no Default or (y) Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the applicable Borrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date five that is thirty (530) Business Days days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $25,000 or such lesser amount as approved by the Issuing Lender. The Borrowers’ Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. ▇▇▇▇▇ Fargo shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby or commercial letters of credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issueFacility LC (“Modify”, and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity request of the applicable Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $50,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date as the Borrower may request, in a form acceptable to such Issuing Lenderand (y) one (1) year after its issuance; provided, however, that (x) the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrowers have posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms reasonably satisfactory to the Administrative Agent in an amount equal to 103% of the LC Obligations with respect to such Facility LC, and (y) any LC Issuer may issue any Auto-Extension Facility LC in accordance with Section 2.19(c) below. Notwithstanding anything herein to the contrary, no LC Issuer shall have any obligation hereunder to issue any Facility LC the proceeds of which would be made ​ available to any Person (i) to fund any activity or business of, with, or for the LOC Obligations outstanding shall not benefit of any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any time exceed SIXTY MILLION DOLLARS ($60,000,000) (Sanctions, except to the “LOC Committed Amount”); extent permissible for a Person organized under the laws of the United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) with regard in any manner that would result in a violation of any Sanctions by any party to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daythis Agreement.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and set forth in this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) requested by the Borrower or any of its Subsidiaries as the applicant or co-applicant thereof for the support of the LOC DocumentsBorrower’s or its Subsidiaries’ obligations and to renew, if anyextend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinincrease, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $50,000,000, and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; provided, that no LC Issuer identified in clause (a) of the definition thereof shall have any obligation to issue any Facility LC if, after giving effect thereto, the LC Obligations in respect of Facility LCs issued by such LC Issuer would exceed, (i) in the case of RBC, $25,000,000 and (ii) in the case of U.S. Bank, $25,000,000 (it being understood and agreed that any such LC Issuer may consent to issue Facility LCs in excess of such amounts in its sole discretion upon request of any Borrower so long as the aggregate amount of Facility LCs and LC Obligations that are permitted to be issued under this Agreement would not exceed $50,000,000 after giving effect to any such issuance or Modification. The Borrower may requestunconditionally and irrevocably agrees that, in connection with any Facility LC issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower will be fully responsible for the reimbursement of all payments made by the LC Issuers in respect of Facility LCs in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.19(d) to the same extent as if it were the sole account party in respect of such Facility LC (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a form acceptable guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Facility LC). No Facility LC shall have an expiry date later than the earlier to such Issuing Lenderoccur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more of a Facility LC may be up to one (1) year later than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) fifth Business Days Day prior to the Maturity Date. Each Letter Facility Termination Date if the Borrower has Cash Collateralized such Facility LC on or before the fifth Business Day prior to the Facility Termination Date in an amount equal to at least 103% of Credit shall comply the LC Obligations with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayrespect to such Facility LC.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, issue standby and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby commercial Letters of Credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify” and each such action a “Modification”), from time to time from and including the Closing Date until and prior to the Maturity Facility Termination Date as upon the Borrower request and for the account of the Borrower; provided that the maximum face amount of the Facility LC to be issued or Modified, does not exceed the lesser of (i) an amount equal to $20,000,000 minus the sum of (1) the aggregate undrawn amount of all outstanding Facility LCs at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time and (ii) Availability. No Facility LC shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date, and (y) one (1) year after its issuance; provided that any Letter of Credit with a one-year tenor may requestprovide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (x) above). Notwithstanding anything herein to the contrary, in a form acceptable the LC Issuer shall have no obligation hereunder to such Issuing Lender; providedissue, howeverand shall not issue, that any Facility LC (i) the LOC Obligations outstanding shall not proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any time exceed SIXTY MILLION DOLLARS Sanctions or ($60,000,000B) (the “LOC Committed Amount”); in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Facility LC, or any applicable law relating to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with regard jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Facility LC in particular or shall impose upon the LC Issuer with respect to each Lender individuallysuch Facility LC any restriction, such Lender’s share of outstanding Revolving Loans reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of which the Revolving Committed Amount; and LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (iii) with regard if the issuance of such Facility LC would violate one or more policies of the LC Issuer applicable to letters of credit generally; provided that, notwithstanding anything herein to the Lenders collectivelycontrary, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) as originally all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Closing Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayimplemented.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC ("Modify," and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a "Modification"), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage aggregate amount of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC LC Obligations shall not exceed the lesser of: (a) $5,000,000, and (b) the Collateral Value of the Borrowing Base minus the amount of all Revolving Committed AmountLoans and Swing Line Loans outstanding, and (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Facility Termination Date and (y) one year after its issuance. Under the Existing Credit Agreement, Zions, as the "LC Issuer" (as defined therein) issued the Existing Letters of Credit. Effective as of the Effective Date. Each Letter of Credit shall comply with , the related LOC Documents. The issuance date of each Letter Existing Letters of Credit shall be a Business Day.deemed "Facility LCs for all purposes of this Agreement and the other Loan Documents. All issuance fees paid to the "Lenders" under (and as defined in) the Existing Credit Agreement with respect to the Existing Letters of Credit shall be pro rated as of the Effective Date and the Lenders hereunder allocated their respective Pro Rata Shares thereof by those of the Lenders which were "Lenders" under the Existing Credit Agreement..

Issuance. Subject to and upon the terms and conditions hereof herein set forth, so long as no Default or Event of Default has occurred and of is continuing, the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require will, at any time and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from on and after the Closing Date until and prior to the earlier of (i) the Letter of Credit Maturity Date as and (ii) the Borrower may requestRevolving Credit Termination Date, and upon request by the Company in accordance with the provisions of Section 3.2, issue for the account of the Company one or more irrevocable standby letters of credit denominated in Dollars or any Foreign Currency and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). From and after the Closing Date, the Existing Letters of Credit shall be Letters of Credit hereunder and the fees set forth in Sections 2.9(c), 2.9(d) and 2.9(e) shall commence with respect to such Letters of Credit on the Closing Date. The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to such the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued if the Stated Amount upon issuance (i) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time, would exceed the Letter of Credit Subcommitment, (ii) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time with respect to Letters of Credit then outstanding and denominated in a Foreign Currency, would exceed $5,000,000, or (iii) when added to the Aggregate Revolving Credit Exposure, would exceed the aggregate Revolving Credit Commitments at such time; (b) No Letter of Credit shall be issued that by its terms expires later than the Letter of Credit Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Company, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal at least 30 days prior to the then expiry thereof to the beneficiary of such Letter of Credit; and (c) The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not at otherwise compensated) not in effect on the Closing Date, or any time exceed SIXTY MILLION DOLLARS ($60,000,000) (unreimbursed loss, cost or expense that was not applicable, in effect or known to the “LOC Committed Amount”); Issuing Lender as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) with regard to each the Issuing Lender individuallyshall have actual knowledge, such or shall have received notice from any Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard , prior to the Lenders collectively, the aggregate principal amount issuance of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No such Letter of Credit shall that one or more of the conditions specified in Section 4.1 (xif applicable) or Section 4.2 are not then satisfied (or have an original expiry date more than one year from not been waived in writing as required herein) or that the date issuance of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each such Letter of Credit shall comply with would violate the related LOC Documents. The issuance date provisions of each Letter of Credit shall be a Business DaySection 3.1(a).

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issueissue standby and commercial letters of credit denominated in any Agreed Currency (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify any Facility LC issued by it (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from (including on the Closing Date until Effective Date) prior to the Maturity Date as Facility Termination Date, upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (ia) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of $600,000,000, (b) the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitment and (c) the aggregate amount of the outstanding LC Obligations of any LC Issuer shall not exceed its LC Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Facility Termination Date and (y) one year after its issuance; provided that any Facility LC may contain an “evergreen” provision providing for automatic renewal of such Facility LC absent advance notice by the Borrower or the applicable LC Issuer for periods up to one year unless (A) prior to the date specified in such Facility LC the beneficiary thereof receives notice from the LC Issuer (or the beneficiary and the LC Issuer receive notice from the Agent) that such Facility LC shall not be renewed or (B) the new expiry day of such Facility LC would extend beyond the fifth Business Day prior to the Facility Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Event of Default or Unmatured Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which any the Issuing Lender may reasonably require and in reliance upon accordance with customary letter of credit issuing practices, prior to the representations and warranties set forth herein, each Termination Date the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby shall issue Letters of Credit for the account of the Borrower (or for the accounts of one or more of its Subsidiaries, in Dollars which event the Borrower shall be an additional obligor thereunder, and all references in this Section 2.4 to the “Borrower” shall be deemed to include such Subsidiaries to the extent that any Letter of Credit is issued for a Subsidiary’s account) from time to time from the Closing Date until the Maturity Date as upon request by the Borrower may request, in a form acceptable to such the Issuing LenderLender and the Borrower; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS Five Hundred Thousand and 00/100 Dollars ($60,000,000500,000.00) (the “LOC Committed Amount”); ) and (ii) with regard to each Lender individually, such Lender’s share the sum of outstanding the aggregate amount of Revolving Loans and Swingline Loans and plus the aggregate amount of LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not at any time exceed the Revolving Committed AmountCommitment. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, extended shall have an expiry date extending beyond the date five (5) Business Days Termination Date, except that prior to the Maturity DateTermination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Termination Date if, and to the extent that the Borrower shall provide cash collateral or Backup Support to the Issuing Lender on the date of issuance or extension in an amount equal to 105% the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Agreement, the terms of this Agreement shall control.

Issuance. (i) Subject to the terms and conditions hereof of this Agreement, the Borrowers may request that the L/C Issuer, in its individual capacity, issue L/Cs to beneficiaries designated by the Borrowers pursuant to an Application and other documentation in form and substance satisfactory to the L/C Issuer (collectively, the "L/C Documents"). Each L/C shall be deemed to be a utilization of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and Tranche B Revolving Credit Commitment of each Bank in reliance upon an amount equal to each Bank's pro rata share of the representations and warranties set forth herein, stated amount of each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing LenderL/C; provided, however, that each L/C currently issued and outstanding under the 1997 Loan Agreement (icollectively, the "Existing L/Cs") shall be deemed a utilization of the LOC Obligations outstanding Tranche A Revolving Credit Commitment of each Bank in an amount equal to each Bank's pro rata share of the face amount of each Existing L/C, and provided further that if at the time the Borrowers make an Issuance Request no availability exists under the Tranche B Revolving Credit Commitment, the L/C shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (be deemed a utilization of the “LOC Committed Amount”); Tranche A Revolving Credit Commitment to the extent permitted hereunder. (ii) with regard to each Lender individually, such Lender’s share Each L/C Document shall provide that drafts drawn thereunder shall be payable on sight (but in no event later than the Revolving Credit Commitment Termination Date). The maximum aggregate stated amount of L/C's issued and outstanding Revolving Loans and Swingline Loans and LOC Obligations at any one time hereunder (including the Existing L/Cs) shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; Fifteen Million ($15,000,000) Dollars and all L/C's shall be denominated in Dollars. (iii) with regard The Borrowers shall give notice to the Lenders collectively, the aggregate principal amount L/C Issuer of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall a request for issuance of any L/C not exceed the Revolving Committed Amount. No Letter of Credit shall less than ten (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (510) Business Days prior to the Maturity Dateproposed issuance date (which prescribed time period may be waived at the option of the L/C Issuer in the exercise of its sole discretion). Each Letter of Credit such notice (an "Issuance Request") shall comply with specify: (1) the related LOC Documents. The issuance requested date of each Letter of Credit such issuance (which shall be a Business Day); (2) the maximum stated amount of such L/C; (3) the expiration date of such L/C; (4) the purpose of such L/C; (5) the name and address of the beneficiary of such L/C; and (6) the required documents under any such L/C. (iv) Each L/C shall be issued by the L/C Issuer, subject to the payment by the Borrowers of the standard issuance fees and charges customarily imposed by the L/C Issuer in connection with the issuance thereof, pursuant to the L/C Issuer's standard form of application for such L/C Documents (each, an "Application" and collectively, the "Applications") executed by the Borrowers. In the event that any term or condition set forth in any Application shall be inconsistent with the terms and conditions of this Agreement, the terms and conditions herein set forth shall prevail. (v) Notwithstanding the foregoing, the L/C Issuer shall not be under any obligation to issue any L/C Document if at the time of such issuance any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the L/C Issuer from issuing such L/C Documents or any requirement of law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from the issuance of letters of credit generally or any such L/C Documents in particular, or shall impose upon the L/C Issuer with respect to any L/C Documents any requirement (for which the L/C Issuer is not otherwise compensated) not in effect on the date hereof.

Issuance. Subject to the terms and conditions hereof and of the LOC DocumentsAgreement, if anyAgent and Lenders agree to incur, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from prior to the Closing Date until Commitment Termination Date, upon the Maturity Date as request of Borrower Representative on behalf of the applicable Borrower may requestand for such Borrower’s account, in Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a form Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an “L/C Issuer”) for such Issuing LenderBorrower’s account and guaranteed by Agent; provided, howeverthat if the L/C Issuer is a Lender, that then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (ior be deemed to have purchased) risk participations in all such Letters of Credit issued with the LOC written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS the least of (i) Fifteen Million Dollars ($60,000,00015,000,000) (the “LOC Committed AmountL/C Sublimit”); ) and (ii) with regard to each Lender individually, such Lender’s share of the Maximum Amount less the aggregate outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage principal balance of the Revolving Committed Amount; Advances, and (iii) with regard to the Lenders collectivelyAggregate Borrowing Base less the aggregate outstanding principal balance of the Advances. Furthermore, the aggregate principal amount of outstanding Revolving Loansany Letter of Credit Obligations incurred on behalf of (x) the OHI Borrowers shall not at any time exceed the OHI Borrowing Base less the aggregate principal balance of the Advances to the OHI Borrowers, Swingline Loans and LOC Obligations (y) SMC shall not exceed the Revolving Committed Amountbalance of the SMC Borrowing Base less the aggregate principal balance of the Advances to SMC. No such Letter of Credit shall (x) have an original expiry date that is more than one year from following the date of issuance thereof (provided, however, that a Letter of Credit may provide for automatic renewals (if notice of termination is not given by the Borrower representative within a specified time period) of such Letter of Credit for additional one year periods through the Commitment Termination Date), unless otherwise determined by Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or (y) as originally issued or as extendedpurchase risk participations in, have any Letter of Credit having an expiry date extending beyond that is later than the date five (5) Business Days prior to the Maturity Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to and upon the terms and conditions hereof herein set forth, so long as no Default or Event of Default has occurred and of is continuing, the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require will, at any time and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from on and after the Closing Date until and prior to the earlier of (i) the seventh day prior to the Maturity Date as and (ii) the Termination Date, and upon request by the Borrower may requestin accordance with the provisions of Section 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to such the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued the Stated Amount of which, upon issuance, (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed $5,000,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the Aggregate Commitments at such time; (b) Unless the Issuing Lender otherwise agrees, there shall not be more than four (4) Letters of Credit issued and outstanding at any time; (c) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No a Letter of Credit shall (x) have an original expiry date more than may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year from the date of issuance or less (y) as originally issued or as extended, have an expiry date extending but not beyond the date five (5) Business Days seventh day prior to the Maturity Date. Each ), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (d) The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall comply purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the related LOC Documents. The Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance date of each letters of credit generally or such Letter of Credit in particular or shall be a Business Dayimpose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.2 are not then satisfied or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinthis Agreement, each Issuing Lender agrees to issueL/C Issuer severally agrees, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until prior to the Maturity Date as Date, upon the Borrower may requestrequest of B▇▇▇▇▇▇▇, in a form acceptable and for Borrower’s account, to issue, amend and renew Letters of Credit; provided that, after giving effect to the issuance, amendment or renewal of any such Issuing Lender; providedLetter of Credit, however, that (iw) the LOC Obligations Aggregate Revolving Credit Exposure of any Lender shall not exceed its separate Commitment at such time, (x) the Aggregate Revolving Credit Exposure of all Lenders shall not exceed the aggregate outstanding shall Commitments of all Lenders at such time, (y) the aggregate amount of all such L/C Exposure shall, subject to Section 2.3(b) not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) 200,000,000 (the “LOC Committed AmountL/C Sublimit”); ) and (iiz) solely with regard respect to each Lender individuallyLetters of Credit denominated in Canadian Dollars, such Lender’s share the aggregate amount of outstanding all Aggregate Revolving Loans and Swingline Loans and LOC Obligations Exposure of all Lenders denominated in Canadian Dollars shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard $50,000,000. Each Lender shall, subject to the Lenders collectivelyterms and conditions hereinafter set forth, the aggregate principal amount purchase (or be deemed to have purchased) risk participations in all such Letters of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed AmountCredit as more fully described in Section 2.6(b)(ii). No such Letter of Credit shall (x) have an original expiry date that is more than one year from following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the applicable L/C Issuer, in their respective sole discretion, and no Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or (y) as originally issued or as extendedpurchase risk participations in, have any Letter of Credit having an expiry date extending that is later than the fifth (5th) Business Day prior to the Maturity Date; provided, further that a Letter of Credit may, upon the request of Borrower, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Maturity Date. Each Date if such Letter of Credit shall comply becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Maturity Date (at 103% of the face value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with the related LOC Documents. The issuance date of each respect to such Letter of Credit on the Maturity Date. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Defaulting Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Defaulting Lender’s or Impacted Lender’s L/C Exposure to the other Lenders would reasonably be expected to cause the Aggregate Revolving Credit Exposure of any Lender to exceed its Commitment (an “Affected L/C Issuer”) then no Affected L/C Issuer shall be a Business Dayobligated to issue or renew any Letters of Credit unless the Defaulting Lender or Impacted Lender has been replaced, the L/C Exposure has been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional L/C Exposure will be covered by all Lenders who are not Defaulting Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof the aggregate amount of all L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Fronting Sublimit Amount.

Issuance. Subject to The LC Issuer hereby may, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require set forth in this Agreement and in reliance upon the representations its discretion, issue letters of credit (each, a “Facility LC”) and warranties set forth hereinto renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $20,000,000, and (iiiii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Aggregate Outstanding Revolving Loans, Swingline Loans and LOC Obligations Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitments. No Letter of Credit Notwithstanding anything herein to the contrary, no more than twenty (20) Facility LC’s may be outstanding at any time. Facility LCs may have an expiry date beyond the Facility Termination Date, provided that (a) no Facility LC shall have an expiry date later than the date one year after the Facility Termination Date and (b) the Borrower is unconditionally obligated, without any further notice, act or demand, to (x) have pay to the Administrative Agent an original expiry date more than one year from amount in immediately available funds, which funds shall be held in the date Facility LC Collateral Account, equal to 105% to the amount of issuance LC Obligations outstanding on the Facility Termination Date or (y) as originally provide a letter of credit in the amount of, and securing, such LC Obligations in form and substance, and issued or as extendedby an issuer, have acceptable to the Required Lenders and the Administrative Agent. The letters of credit identified on Schedule 2.20 (each an expiry date extending beyond “Existing Facility LC”) shall each be deemed to be a “Facility LC” issued on the date five (5) Business Days prior of this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the Maturity Date. Each Letter contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of Credit shall comply which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the related LOC Documents. The issuance date time of each Letter such funding, is the subject of Credit shall be any Sanctions or (ii) in any manner that would result in a Business Dayviolation of any Sanctions by any party to this Agreement.

Issuance. Subject The parties hereto acknowledge that on and after the Effective Date the Existing Facility LCs shall be Facility LCs issued by an Issuer pursuant to this Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby issue Financial Letters of Credit in Dollars and Performance Letters of Credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify” and each such action, a “Modification”), from time to time from and including the Closing Effective Date until and prior to the Maturity fifteenth Business Day prior to the Facility Termination Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of the Loans plus the aggregate Dollar Amount of the outstanding Revolving Loans, Swingline Loans and LOC Financial LC Obligations shall not exceed the Aggregate Revolving Committed AmountCredit and Financial LC Commitment and (ii) (1) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment during any Unrestricted Period and (2) the Aggregate Outstanding Credit Exposure shall not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base at any time during any Restricted Period (subject to Section 2.2(c)). No Letter of Credit Facility LC issued on or after the Effective Date shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Facility Termination Date and (y) one year after its issuance; provided that any Facility LC may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Facility Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day).

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue letters of credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC ("Modify," and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a "Modification"), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the request of the Borrowers; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $10,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance (collectively the, "Maturity Date as the Borrower may requestDate"), in a form acceptable to such Issuing Lender; provided, however, that any Facility LC may provide for the renewal thereof for additional Facility LC periods (i) the LOC Obligations outstanding which shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending in no event extend beyond the date five (5) Business Days fifth business day prior to the Maturity Facility Termination Date) unless the Issuer provides prior notice of non-renewal to the beneficiary. Each Letter Participations. Upon the issuance or Modification by any LC Issuer of Credit a Facility LC in accordance with this Section 2.23, such LC Issuer shall comply with be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LOC Documents. The issuance date of each Letter of Credit shall be a Business DayLC Obligations in proportion to its Pro Rata Share.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each Issuing Lender agrees such letter of credit, a “Facility LC”) and to issuerenew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Revolving Credit Termination Date until upon the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage request of the Revolving Committed AmountBorrower; and (iii) with regard to the Lenders collectivelyprovidedthat immediately after each such Facility LC is issued or Modified, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending later than the earlier of (x) one year after the Revolving Credit Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date five referred to in the preceding clause (5x)). If one or more Facility LC’s are outstanding on the Revolving Commitment Termination Date, the Borrower shall pay to the LC Issuer cash, to be held by the LC Issuer, for the benefit of the Lenders, in the Facility LC Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LC’s in an amount equal to 100% of the maximum aggregate amount which may be drawn under all Facility LC’s then outstanding (which cash will be invested pursuant to the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent.If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the LC Issuer with respect to such Facility LC, the LC Issuer shall timely give notice of termination if (i) Business Days as of the close of business on the seventeenth (17th) day prior to the Maturity Date. Each Letter last day upon which the LC Issuer’s notice of Credit shall comply with termination may be given to the related LOC Documents. The beneficiaries of such Facility LC, the LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date of each Letter of Credit shall be a Business Dayreferred to in clause (x) above.

Issuance. Subject to the terms and conditions hereof and of the LOC DocumentsAgreement, if anyAgent and Revolving Lenders agree to incur, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from prior to the Closing Date until Commitment Termination Date, upon the Maturity Date as the request of (i) US Borrower may requestand for US Borrower's account or (ii) European Borrower and for European Borrower's account, in Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a form Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to such Issuing LenderAgent in its sole discretion (each, an "L/C Issuer") for the applicable Borrower's account and guaranteed by Agent; provided, howeverthat if the L/C Issuer is a Revolving Lender, that then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (ior be deemed to have purchased) risk participations in all such Letters of Credit issued with the LOC written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations outstanding shall not at any time exceed SIXTY THIRTY-FIVE MILLION DOLLARS ($60,000,00035,000,000) (the “LOC Committed Amount”"L/C Sublimit"); provided that (iiA) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC Letter of Credit Obligations of US Borrower shall not at any time exceed such Lender’s Commitment Percentage the US Maximum Amount less the aggregate outstanding principal balance of the US Revolving Committed Amount; Credit Advances and the US Swing Line Loan and (iiiB) with regard to the Lenders collectivelyaggregate amount of Letter of Credit Obligations of European Borrower shall not at any time exceed the European Maximum Amount less the aggregate outstanding principal balance of the European Revolving Credit Advances and the European Swing Line Loan. Furthermore, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC any Letter of Credit Obligations incurred on behalf of (1) US Borrower shall not at any time exceed the aggregate principal balance of the US Revolving Committed AmountCredit Advances and the US Swing Line Loan to US Borrower and (2) European Borrower shall not at any time exceed the aggregate principal balance of the European Revolving Credit Advances and the European Swing Line Loan to European Borrower. No such Letter of Credit shall (x) have an original expiry date that is more than the earlier of one year from following the date of issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or (y) as originally issued or as extendedpurchase risk participations in, have any Letter of Credit having an expiry date extending beyond that is later than the date which is five (5) Business Days prior to the Maturity Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay (other than Barclays Bank PLC) letters of credit denominated in U.S. Dollars and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issueincrease or otherwise modify Facility LCs (“Modify”, and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding any LC Issuer shall not at any time exceed SIXTY MILLION DOLLARS such LC Issuer’s LC Commitment ($60,000,000) (or such higher amount agreed upon between the “LOC Committed Amount”Borrower and such LC Issuer); (iib) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC all LC Obligations shall not exceed such Lender’s Commitment Percentage the LC Sublimit, (c) the stated amount of all Facility LCs that have scheduled expiry dates after the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. No Letter Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of Credit shall business on the earlier of (xi) have an original expiry the date more than one year from after the date of the issuance of such Facility LC (or, in the case of any renewal or (y) as originally issued extension thereof, one year after such renewal or as extended, have an extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five (5) Business Days prior to the Maturity next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date (which later expiration date shall not be later than one year following such next scheduled Termination Date) so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Each Letter Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of Credit shall comply such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an approaching Termination Date, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LOC DocumentsLC Obligations are satisfied in full. The issuance date By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in U.S. dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing Date until and prior to the Maturity Termination Date as upon the Borrower may request, in a form acceptable to such Issuing Lenderrequest of the Company; provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, the LOC Aggregate Outstanding Credit Exposure exceed the Available Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations outstanding shall not exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment, as such amount may be increased or decreased from time to time if agreed to by such LC Issuer and the Company with notice thereof to the Agent (subject at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (all times to the “LOC Committed Amount”Facility LC Sublimit); (iiiv) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall a Facility LC (x) have an original expiry date more be issued later than one year from 30 days prior to the date of issuance or scheduled Termination Date, (y) as originally issued or as extended, have an expiry date extending beyond later than the earlier of (1) the date five one year after the date of the issuance of such Facility LC (5) Business Days or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the Maturity Dateexpiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts; and (v) any LC Issuer be under any obligation to issue a Facility LC that would result in more than a total of twenty (20) Facility LCs outstanding. Each Letter Notwithstanding the foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued on the Closing Date for all purposes of the Credit shall comply with the related LOC Documents. The issuance date An LC Issuer shall not be under any obligation to issue, amend or extend any Facility LC if: (i) any order, judgment or decree of each Letter any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such LC Issuer from issuing, amending or extending such Facility LC, or request that such LC Issuer refrain from issuing, amending or extending such Facility LC, or any law applicable to such LC Issuer shall prohibit the issuance, amendment or extension of Credit letters of credit generally or such Facility LC in particular, or any such order, judgment or decree, or law shall be a Business Dayimpose upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital or liquidity requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such LC Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) the issuance, amendment or extension of such Facility LC would violate one or more policies of such LC Issuer applicable to letters of credit generally.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit in U.S. dollars (each, as amended, modified or extended, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC issued by it (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of and for the Borrower may requestaccount of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (ia) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $150,000,000 and (iiib) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more later than the earlier of (c) one year from after the date of issuance or and (yd) except as originally issued or as extendedotherwise provided in Section 2.19.13, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Facility Termination Date. Each ; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall comply with in no event extend beyond the related LOC Documentsdate referred to in clause (d) above). Facility LCs shall be issued in minimum face amounts of $5,000,000 (or such lesser amounts to which the applicable LC Issuer may agree). The issuance date of each Existing Letter of Credit shall be a Business Daydeemed to have been issued pursuant hereto on the date hereof, and from and after the date hereof shall be subject to and governed by the terms and conditions hereof. Anything contained herein to the contrary notwithstanding, JPMorgan Chase Bank, N.A. shall have no obligation to issue any Facility LC other than the Existing Letter of Credit unless it shall agree to do so in its sole and absolute discretion.

Issuance. (i) Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each the Borrower may request the issuance of, and the Issuing Lender Bank hereby agrees to issueissue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and each Lender severally agrees the Issuing Bank shall refuse to participate in the issuance by such Issuing Lender of, standby issue a Letter of Credit for any other purpose). Letters of Credit in Dollars from time to time from issued hereunder shall constitute utilization of the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not total aggregate LC Commitment and at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, LC Exposure of all LC Lenders at such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations time shall not exceed the Revolving Committed Amounttotal aggregate LC Commitment of all LC Lenders. No The Issuing Bank will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder. (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank and without any further action on the part of the Issuing Bank or the LC Lenders, each LC Lender shall (x) be deemed to have an original expiry date more than one year purchased, and hereby agrees to irrevocably purchase, from the date Issuing Bank a participation in such Letter of issuance or Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (ydetermined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) as originally issued or as extended, have an expiry date extending beyond of the date five Stated Amount under such Letter of Credit. (5iii) Business Days prior to the Maturity Date. Each Letter of Credit (A) shall comply be denominated in Dollars, (B) expire no later than the earlier of (x) the 5th anniversary of its date of issuance and (y) the Maturity Date and (B) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed between the Borrower, the Administrative Agent and the applicable Issuing Bank. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business DaySecurities and Exchange Commission.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in U.S. dollars for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the “LC Commitment”), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed $50,000,000, as such amount may be increased or decreased from time to time with the written consent of the Borrower, the Agent and each LC Issuer (provided that any increase in such amount with respect to any LC Issuer shall only require the consent of the Borrower and such LC Issuer, but in all events shall be subject to the LC Commitment). No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year after its issuance; provided that any Facility LC 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 referenced in clause (x) above). [Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the LOC Documents, if anyletters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed to be Facility LCs issued pursuant to this Agreement, and any other terms and conditions which any Issuing Lender may reasonably require and reference in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees this Agreement to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); issuance” of a Facility LC (iior “issue” or other references to forms of such verb in this context) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of include the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of deemed issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayprovided hereby.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions relating to the Borrower which any the applicable Issuing [[5731659]] Lender may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by the Borrower or any of its Subsidiaries or conflict with any obligation of, or detract from any action which may be taken by, the Borrower under this Credit Agreement), each Issuing Lender agrees, in reliance upon the representations and warranties agreements of the other Lenders set forth hereinin this Section 2.2, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time upon request, to issue (from the Closing Restatement Effective Date until to thirty days prior to the Revolving Maturity Date as the Borrower may request, and in a form reasonably acceptable to such Issuing Lender), in Dollars or, to the extent specified by the Borrower in the applicable request for issuance, in one or more Alternative Currencies, and Participants shall participate in, Letters of Credit for the account of the Borrower; provided, however, that that, after giving effect to the issuance (or drawdown or extension) of any Letter of Credit, (i) the aggregate amount of the Dollar Equivalent of LOC Obligations outstanding for such Issuing Lender shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); Amount of such Issuing Lender, (ii) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and the Dollar Equivalent of LOC Obligations shall not at any time exceed such Lender’s Commitment Percentage of the Revolving aggregate LOC Committed Amount; and Amount for all Issuing Lenders, (iii) with regard to the Lenders collectively, sum of (A) the aggregate principal amount of the Dollar Equivalent of outstanding LOC Obligations, plus (B) the aggregate amount of the Dollar Equivalent of Revolving LoansLoans outstanding, Swingline plus (C) the aggregate amount of Swing Line Loans and LOC Obligations outstanding shall not exceed the Revolving Committed AmountAmount and (iv) the aggregate amount of the Dollar Equivalent of Revolving Loans and LOC Obligations denominated in Alternative Currencies at any time shall not exceed the Foreign Currency Sublimit. Each Issuing Lender may require the issuance and expiry date of each Letter of Credit issued by it to be a Business Day. Each Letter of Credit shall be a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries. No Letter of Credit shall (x) have an original expiry date more than after the earlier of (x) one year from the date of issuance or and (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower and the relevant Issuing Lender pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (y) above), subject to a right on the part of such Issuing Lender to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal. Each Letter of Credit shall comply with the related LOC Documents. The issuance date Borrower shall promptly examine a copy of each Letter of Credit shall be a Business Dayand each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the relevant Issuing Lender.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from From time to time from the Closing Date date of this Agreement until three months before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the Expiration Date as of Letters of Credit for the account of the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) for its own benefit or for the LOC Obligations outstanding shall not at benefit of any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”of its Subsidiaries); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall will be issued, increased, or extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (x) have 10% of the Total Commitments or (y) an original expiry date more amount equal to (A) the Total Commitments less (B) the aggregate outstanding Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year from after the date of issuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each ; (iii) unless the face amount of such Letter of Credit shall comply with the related LOC Documents. The issuance date of each is equal to or greater than $100,000 and such Letter of Credit is otherwise in form and substance acceptable to the respective Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit; (v) unless the Borrower has delivered to the respective Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. (i) Subject to the terms and conditions hereof of this Agreement, the Borrowers may request that the L/C Issuer, in its individual capacity, issue L/Cs to beneficiaries designated by the Borrowers pursuant to an Application and other documentation in form and substance satisfactory to the L/C Issuer (collectively, the 'L/C DOCUMENTS'). Each L/C shall be deemed to be a utilization of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and Revolving Credit Commitment of each Bank in reliance upon an amount equal to each Bank's PRO RATA share of the representations and warranties set forth herein, stated amount of each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); L/C. (ii) with regard to each Lender individually, such Lender’s share Each L/C Document shall provide that drafts drawn thereunder shall be payable on sight (but in no event later than the Revolving Credit Commitment Termination Date). The maximum aggregate stated amount of L/C's issued and outstanding Revolving Loans and Swingline Loans and LOC Obligations at any one time hereunder shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; Fifteen Million ($15,000,000) Dollars and all L/C's shall be denominated in Dollars. (iii) with regard The Borrowers shall give notice to the Lenders collectively, the aggregate principal amount L/C Issuer of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall a request for issuance of any L/C not exceed the Revolving Committed Amount. No Letter of Credit shall less than ten (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (510) Business Days prior to the Maturity Dateproposed issuance date (which prescribed time period may be waived at the option of the L/C Issuer in the exercise of its sole discretion). Each Letter of Credit such notice (an 'ISSUANCE REQUEST') shall comply with specify: (1) the related LOC Documents. The issuance requested date of each Letter of Credit such issuance (which shall be a Business Day); (2) the maximum stated amount of such L/C; (3) the expiration date of such L/C; (4) the purpose of such L/C; (5) the name and address of the beneficiary of such L/C; and (6) the required documents under any such L/C. (iv) Each L/C shall be issued by the L/C Issuer, subject to the payment by the Borrowers of the standard issuance fees and charges customarily imposed by the L/C Issuer in connection with the issuance thereof, pursuant to the L/C Issuer's standard form of application for such L/C Documents (each, an 'APPLICATION' and collectively, the 'APPLICATIONS') executed by the Borrowers. In the event that any term or condition set forth in any Application shall be inconsistent with the terms and conditions of this Agreement, the terms and conditions herein set forth shall prevail. (v) Notwithstanding the foregoing, the L/C Issuer shall not be under any obligation to issue any L/C Document if at the time of such issuance any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the L/C Issuer from issuing such L/C Documents or any requirement of law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from the issuance of letters of credit generally or any such L/C Documents in particular, or shall impose upon the L/C Issuer with respect to any L/C Documents any requirement (for which the L/C Issuer is not otherwise compensated) not in effect on the date hereof.

Issuance. (a) [Reserved]. (b) Subject to and upon the terms and conditions hereof and of herein set forth, the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require will, at any time and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from on and after the Closing Date until and prior to the fifth Business Day prior to the Latest Revolving Credit Maturity Date as Date, and upon request by the Borrower may requestin accordance with the provisions of Section 3.02, issue for the account of the Borrower and/or any Restricted Subsidiary one or more irrevocable commercial letters of credit or standby letters of credit, denominated in Dollars or in one or more Alternate Currencies, and in a form acceptable customarily used or otherwise approved by the applicable Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”), amend or renew Letters of Credit previously issued by it and honor drafts under the Letters of Credit. On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the other Credit Documents. (c) Notwithstanding anything to the contrary in Section 3.01(b): (i) No Letter of Credit shall be issued if the Stated Amount upon issuance of which (A) when added to the Dollar Equivalent of the aggregate Letter of Credit Exposure of the Lenders with respect to the Letters of Credit at such Issuing Lendertime, would exceed $40,000,000 or (B) when added to the sum of (1) the Dollar Equivalent of the aggregate Letter of Credit Exposure of all Lenders at such time, (2) the Dollar Equivalent of the aggregate principal amount of all Revolving Loans then outstanding and (3) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time; (ii) No Letter of Credit shall be issued that by its terms expires later than the earlier of (A) the fifth Business Day prior to the Latest Revolving Credit Maturity Date and (B) the date that is one year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the fifth Business Day prior to the Latest Revolving Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit and the Borrower; and provided further that notwithstanding anything to the contrary in the foregoing, a Letter of Credit may be issued that by its terms expires after the fifth Business Day prior to the Latest Revolving Credit Maturity Date if the Borrower shall have delivered to the Administrative Agent cash equal to 100% of the Stated Amount of such Letter of Credit to be held in the Cash Collateral Account; and (iii) The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.01 (if applicable) or 4.02 are not then satisfied (or have not been waived in writing), or that the issuance of such Letter of Credit would violate the provisions of this Section 3.01(c) above. (iv) the Issuing Lender shall not be under any obligation to issue any Letter of Credit if any fee due in connection with, and on or prior to, such issuance has not been paid. (v) the Borrower shall remain primary liable under any Letter of Credit issued for the account of any Restricted Subsidiary. (d) Unless otherwise expressly agreed by the Issuing Lender and the Borrower herein or when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the LOC Obligations outstanding rules of the ISP 98—International Standby Practices shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); apply to each standby Letter of Credit, and (ii) with regard the rules of the ICC Uniform Customs and Practice for Documentary Credits 2007 (UCP600), shall apply to each Lender individually, such Lender’s share commercial Letter of outstanding Revolving Loans Credit. (e) In the event of any conflict between the terms hereof and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage the terms of the Revolving Committed Amount; and (iii) with regard to the Lenders collectivelyany Issuer Document, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations terms hereof shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daycontrol.

Issuance. Subject (i) Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated solely in dollars (each, including the Existing Facility LCs, a “Facility LC”), to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”) and to honor drawings under Facility LCs, from time to time during the Availability Period upon the request of the Borrower, provided that immediately after each such Facility LC is issued or Modified or drawn upon, (x) the aggregate amount of the outstanding LC Obligations shall not exceed $100,000,000, (y) the Revolving Credit Exposure of any Lender shall not exceed the Commitment of such Lender and (z) the aggregate of the Revolving Credit Exposures of all the Lenders shall not exceed the aggregate of the Commitments. Each request by the Borrower for the issuance or amendment of a Facility LC shall be deemed to be a representation by the Borrower that the Facility LC or Modification or drawing so requested complies with the conditions set forth in the proviso to the preceding sentence. Other than as permitted under Section 2.22(a)(ii) or 2.22(m), no Facility LC shall have an expiry date later than the date that is (x) twelve (12) months after the date issuance or last extension of such Facility LC (unless the Required Lenders have approved such an expiry date) and (y) the fifth Business Day prior to the Termination Date; provided, that any Facility LC may (1) provide for renewal thereof for additional periods of up to twelve (12) months (which in no event shall extend beyond the date referred to in the preceding sentence) and (2) have a later expiry date (but in no event later than the date that is one year after the Termination Date) if cash collateralized on terms reasonably satisfactory to the Administrative Agent and the relevant LC Issuer and in an amount equal to 105% of the face amount thereof no later than fifteen (15) days prior to the Termination Date. Within the foregoing limits, and subject to the terms and conditions hereof hereof, the Borrower’s ability to obtain Facility LCs shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Facility LCs to replace Facility LCs that have expired or that have been drawn upon and reimbursed. The letters of credit identified on Schedule 2.22 (the “Existing Facility LCs”) shall be deemed to have been issued pursuant hereto as of the LOC Documents, if anyAvailability Date, and any other from and after the Availability Date shall be subject to and governed by the terms and conditions which hereof. (ii) If the Borrower so requests in any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinapplicable Facility LC Application, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may requestLC Issuer may, in its sole discretion, agree to issue a form acceptable to such Issuing Lender; providedFacility LC that has automatic extension provisions (each, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the an “LOC Committed AmountAuto-Extension Facility LC”); provided that any such Auto-Extension Facility LC must permit such LC Issuer to prevent any such extension at least once in each twelve-month period (ii) commencing with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (yof such Facility LC) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days by giving prior notice to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be beneficiary thereof not later than a Business Day.day

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, issue standby and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby commercial Letters of Credit in Dollars Agreed Currencies (each, together with the Existing Letters of Credit deemed issued hereunder pursuant to Section 2.19.13, a “Facility LC”; provided, that with respect to any Letter of Credit issued hereunder in a Foreign Currency, such term shall also be deemed to include any advance guaranty, performance bond or similar guaranty deemed appropriate by the LC Issuer) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing Date until and prior to the Maturity Revolving Loan Termination Date as upon the Borrower may requestrequest of the Company; provided that immediately after each such Facility LC is issued or Modified and subject to Section 2.7(b)(ii) and 2.7(d), in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate Dollar Amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s $60,000,000, (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate outstanding principal amount Dollar Amount of outstanding Revolving Loans, Swingline Loans all Eurocurrency Advances and LOC LC Obligations in Foreign Currencies shall not exceed the Revolving Committed Maximum Foreign Currency Amount. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Date. Each Letter Revolving Loan Termination Date and (y) one year after its issuance (or, in the case of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayany renewal or extension thereof, one year after such renewal or extension).

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby issue (or continue) Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing Restatement Date until and prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate Dollar amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $5,000,000 and (iiiii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; and provided further that no LC Issuer shall be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that such LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon such LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that such LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of such LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (D) such Facility LC contains any provision for automatic reinstatement of the stated amount after any drawing thereunder, or (E) a default of any Lender’s reimbursement obligations under Section 2.17.5 exists or any Lender at such time is a Defaulting Lender, unless arrangements satisfactory to such LC Issuer have been entered into to eliminate such LC Issuer’s risk with respect to the participation in Facility LCs of such Defaulting Lender or Lenders, which may include requiring the Borrower to post cash collateral with the Administrative Agent in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Committed AmountPercentage) of all LC Obligations. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business DayFacility Termination Date and (y) one year after its issuance.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue letters of credit (each, a "“Facility LC"”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC ("“Modify,"” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a "“Modification"”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $20,000,000 and (iiiii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitments. No Letter of Credit Facility LCs may have an expiry date beyond the Facility Termination Date, provided that (a) no Facility LC shall have an expiry date later than the date one year after the Facility Termination Date and (b) the Borrower is unconditionally obligated, without any further notice, act or demand, to (x) have pay to the Administrative Agent an original expiry date more than one year from amount in immediately available funds, which funds shall be held in the date Facility LC Collateral Account, equal to 105% to the amount of issuance LC Obligations outstanding on the Facility Termination Date or (y) as originally provide a letter of credit in the amount of, and securing, such LC Obligations in form and substance, and issued or as extendedby an issuer, have acceptable to the Required Lenders and the Administrative Agent. The letters of credit identified on Schedule 2.20 (each an expiry date extending beyond “Existing Facility LC”) shall each be deemed to be a “Facility LC” issued on the date five (5) Business Days prior of this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the Maturity Date. Each Letter contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of Credit shall comply which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the related LOC Documents. The issuance date time of each Letter such funding, is the subject of Credit shall be any Sanctions or (ii) in any manner that would result in a Business Dayviolation of any Sanctions by any party to this Agreement.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit in a form reasonably acceptable to the applicable LC Issuer and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issueincrease or otherwise modify Facility LCs (“Modify”, and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding any LC Issuer shall not at any time exceed SIXTY MILLION DOLLARS the amount of such LC Issuer’s LC Pro Rata Share of the LC Sublimit ($60,000,000) (or such higher amount agreed upon in writing between the “LOC Committed Amount”Borrower and such LC Issuer); (iib) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC all LC Obligations shall not exceed such Lender’s Commitment Percentage the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. No Letter Facility LCs may be issued for any proper limited liability company (or, if applicable, corporate) purpose. Each Facility LC shall expire at or prior to the close of Credit shall business on the earlier of (xi) have an original expiry the date more than one year from after the date of the issuance of such Facility LC (or, in the case of any renewal or (y) as originally issued extension thereof, one year after such renewal or as extended, have an extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five (5) Business Days prior to the Maturity next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Each Letter Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of Credit shall comply such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an approaching Termination Date, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LOC DocumentsLC Obligations are satisfied in full. The issuance date By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Subject to the terms and conditions hereof and in -------- reliance upon the agreements of the LOC Documents, if any, other Banks set forth in Section 2.2(c) and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each the Issuing Lender agrees to issue, and each Lender Bank severally agrees to participate in the issuance by such the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date fifteen (15) days prior to the Maturity Date as the Borrower may request, in a form acceptable to such the Issuing Lender; provided, however, that (i) the LOC -------- ------- Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “"LOC Committed Amount”); ") and (ii) with regard to each Lender individually, such Lender’s share the sum of the -------------------- aggregate outstanding principal amount of Revolving Loans and Swingline Loans and plus LOC ---- Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five fifteen (515) Business Days days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to Each Issuing Bank hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit denominated in Dollars (each, a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Letter of Credit (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from the Closing Date until to the Maturity fifth Business Day before the Facility Termination Date as upon the request of the Borrower, for the benefit of Borrower may requestor its Subsidiaries, in a form acceptable to such Issuing Lender; providedonly if immediately after each Letter of Credit is issued or Modified, however, that each of the following is true: (i) the LOC aggregate amount of the outstanding L/C Obligations outstanding shall does not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); 10,000,000; (ii) with regard to the aggregate amount outstanding Letters of Credit issued by each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall Issuing Bank does not exceed such Lender’s Commitment Percentage $10,000,000; (iii) the aggregate amount of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall Exposures does not exceed the Revolving Committed Amountaggregate Commitments; and (iv) the Aggregate Outstanding Credit Exposure does not exceed the Aggregate Commitment. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, may have an expiry date extending beyond later than the earlier of (x) the fifth Business Day before the Facility Termination Date and (y) one year after its issuance; provided that the expiry date five (5) Business Days prior to the Maturity Date. Each of a Letter of Credit shall comply may be up to one year later than the fifth Business Day before the Facility Termination Date if the Borrower has posted on or before the fifth Business Day before the Facility Termination Date Cash Collateral in the L/C Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of the L/C Obligations with respect to such Letter of Credit. Notwithstanding anything herein to the related LOC Documents. The issuance date of each contrary, no Issuing Bank has any obligation to issue any Letter of Credit the proceeds of which would be made available to any Person in violation of Section 6.2. Borrower may request Letters of Credit be issued of on behalf of itself and its Subsidiaries, and all the provisions of this Agreement (including repayment obligations) shall be a Business Daybinding and shall apply to all such Letters of Credit whether issued on behalf of Borrower or its Subsidiaries.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $50,000,000, and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date as the Borrower may request, in a form acceptable to such Issuing Lenderand (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility LC. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of, with, or for the LOC Obligations outstanding shall not benefit of any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any time exceed SIXTY MILLION DOLLARS ($60,000,000) (Sanctions, except to the “LOC Committed Amount”); extent permissible for a Person organized under the Laws of the United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) with regard in any manner that would result in a violation of any Sanctions by any party to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daythis Agreement.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $50,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date as the Borrower may request, in a form acceptable to such Issuing Lenderand (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of the LC Obligations with respect to such Facility LC. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the LOC Obligations outstanding shall not at time of such funding, is the subject of any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); Sanctions or (ii) with regard in any manner that would result in a violation of any Sanctions by any party to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daythis Agreement.

Issuance. Subject to Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, issue standby Letters of Credit denominated in Dollars for the account of the Borrower (or the joint account of the Borrower and one or more of its Subsidiaries or other Persons in which the Borrower (directly or indirectly) owns any Capital Stock) (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed the Facility LC Sublimit, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the Borrower may request, in a form acceptable most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the fifth Business Day prior to such Issuing Lenderthe Facility Termination Date; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more of a Facility LC may be up to one (1) year later than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) fifth Business Days Day prior to the Maturity Date. Each Letter of Credit shall comply Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day‎Section 2.19(l).

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue commercial and standby letters of credit in Dollars (each, a “Facility LC”) and to extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity request of a Borrower; provided that (A) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $150,000,000, (ii) the Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (B) the LC Issuer has not received written notice from any Lender, the Administrative Agent or the Company, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Facility LC, that one or more applicable conditions contained in Section 4.2 has not been satisfied. No Facility LC shall have an expiry date later than the earlier of (x) the seventh Business Day prior to the Facility Termination Date as and (y) one year after its issuance; provided that no Facility LC may expire after the Borrower may requestFacility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with Section 2.28 if, in a form acceptable after giving effect to such Issuing Lenderissuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) for the period following such Facility Termination Date would be less than the available amount of the Facility LCs expiring after such Facility Termination Date. The Existing Facility LCs shall be deemed to be Facility LCs issued and outstanding under this Agreement; provided, however, that (i) such Existing Facility LCs shall be replaced by Facility LCs issued by JPMCB, as the LOC Obligations outstanding LC Issuer under this Agreement, upon the expiration and/or maturity thereof and shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individuallybe otherwise extended, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations renewed or modified. The LC Issuer shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard be under any obligation to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No issue any Letter of Credit if: (a) Any order, judgment or decree of any Governmental Authority or arbitrator shall (x) have an original expiry date more than one year by its terms purport to enjoin or restrain the LC Issuer from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each issuing such Letter of Credit or any Law applicable to the LC Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the LC Issuer shall comply with prohibit, or request that the related LOC Documents. The LC Issuer refrain from, the issuance date of each letters of credit generally or such Letter of Credit in particular or shall be a Business Dayimpose upon such LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (b) The issuance of the Letter of Credit would violate any Laws or one or more policies of the LC Issuer applicable to letters of credit issued to borrowers generally.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and -------- conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC ("Modify," and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a "Modification"), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity request of the Borrower; provided that immediately after each such Facility LC is -------- issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $15,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date as (unless (z) below is applicable), (y) one year after its issuance and (z) one year after the Borrower may requestFacility Termination Date, in a form acceptable to such Issuing Lender; provided, however, that -------- ------- the LC Issuer, as a condition to issuing any Facility LC which has an expiry date later than the Facility Termination Date, may require that the Borrower (iA) deposit cash in the LOC amount of the resulting LC Obligations outstanding shall not in an interest-bearing account maintained with the LC Issuer for application to the Borrower's reimbursement obligations under Section 2.21.6 as payments are made on each such Facility LC, with the balance, if any, returned to the Borrower upon the expiration of the Facility LC with the latest expiry date, or (B) provide one or more irrevocable letters of credit in form and substance, and issued by a bank and satisfactory to the LC Issuer, pursuant to which the LC Issuer is entitled to recover the maximum amount at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (payable under each such Facility LC, plus all costs and fees then or thereafter payable with respect to such Facility LC under the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share terms of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daythis Agreement.

Issuance. (a) Subject to the terms and conditions hereof of this Credit Agreement, the Co-Agent and the Lenders agree to incur, from time to time prior to the Termination Date, upon the request of the LOC DocumentsBorrowers and for the Borrowers' joint and several accounts, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance Letter of Credit Obligations by such Issuing Lender of, causing standby Letters of Credit to be issued, extended or renewed by GECC, a Subsidiary of GECC, Fleet or another bank or other legally authorized Person selected by or acceptable to the Co-Agent in Dollars from time its sole discretion (each, an "L/C ISSUER") for the Borrowers' joint and several accounts; PROVIDED, HOWEVER, that, after giving effect to time from the Closing Date until the Maturity Date as the Borrower may such request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC aggregate amount of all such Letter of Credit Obligations outstanding (including those in respect of the Existing Letters of Credit) shall not at any time exceed SIXTY MILLION DOLLARS the lesser of (A) Thirty Million Dollars ($60,000,00030,000,000) and (B) any specific amount approved by the “LOC Committed Amount”); Bankruptcy Court solely for Letter of Credit Obligations in the Final Order and (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage the sum of the Revolving Committed Amount; Letter of Credit Obligations (including those in respect of Existing Letters of Credit) and (iii) with regard to the Lenders collectively, the aggregate principal amount of Loans outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amountleast of (A) the Total Commitment at such time MINUS the Commitment Reserve, (B) the Borrowing Base and (C) the amount approved to be borrowed by way of Loans and Letter of Credit Obligations in the Final Order. (b) In order to effect such undertaking, if the L/C Issuer is not also a Lender, the Co-Agent may guaranty the Borrowers' reimbursement and other obligations to the L/C Issuer with respect to any Letter of Credit. In any event, each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the guaranty or the written consent of the Co-Agent, as more fully described in ss.4.1.2 below. (c) No Letter of Credit shall (x) have an original expiry date that is more than one year from following the date of issuance thereof, unless otherwise agreed by the Agents, in their sole discretion. The Agents and the Lenders shall be under no obligation to incur Letter of Credit Obligations in respect of, or (y) as originally issued or as extendedto purchase risk participations in, have any Letter of Credit having an expiry date extending beyond that is later than the date five (5) Business Days prior to Termination Date unless the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each is an Existing Letter of Credit shall be a Business Dayor unless otherwise agreed to by the Agents.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing Date until and prior to the Maturity Termination Date as upon the request of the Borrower may requestor any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed the Aggregate Revolving Loan Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment and (iv) the aggregate face amount of all Facility LCs issued and then outstanding by any LC Issuer shall not exceed such LC Issuer’s Applicable LC Sublimit. Any reference in this Section 2.19 to a form acceptable request for a Facility LC by the Borrower shall be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility LC requested by any such Issuing LenderPerson shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC other than Extended Facility LCs issued pursuant to Section 2.19.13 shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Termination Date and (y) one year after its issuance; provided, however, that (i) any Facility LC with a one-year term may provide for the LOC Obligations outstanding shall renewal thereof for additional one-year periods that do not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (extend beyond the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall date referenced in clause (x) have an original expiry date more than one year from hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior Prior Credit Agreement. Subject to the Maturity satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, such letters of credit shall constitute, on and after the Closing Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit , Facility LCs and shall be a Business Daysubject to and benefit from this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to From time-to-time from the Closing Date until 30 days before the Maturity Date as Date, at the request of the Borrower, the Issuing Lenders shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower may requestor any other Credit Party, and to the extent permitted below and in a form acceptable to such Issuing Lender; providedSection 6.4, howeverthe Joint Ventures, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans Immaterial Subsidiaries and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage certain Affiliates of the Revolving Committed Amount; Borrower, on any Business Day. All Existing Letters of Credit described on Parts A and (iii) with regard B of Schedule 1.2 shall be deemed to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amountbe issued pursuant to this Section 2.15. No Letter of Credit shall will be issued, increased, or extended: (xi) have if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed (A) the aggregate Commitments minus (B) the sum of the aggregate outstanding principal amount of all Loans; (ii) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure attributable to Letters of Credit issued for the account of the Joint Ventures plus the aggregate amount of all Investments in Joint Ventures made pursuant to Section 6.4(e) to exceed $15,000,000; (iii) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure attributable to Letters of Credit issued for the account of Immaterial Subsidiaries plus the aggregate amount of all Investments in Immaterial Subsidiaries made pursuant to Section 6.4(f) to exceed $2,000,000; (iv) unless such Letter of Credit has an original expiry expiration date more not later than the earlier of (A) one year from after the date of issuance thereof and (B) the date which is five Business Days before the Maturity Date (except as provided below); provided that, any such Letter of Credit may expressly provide that it is renewable automatically for additional periods (which shall in no event extend beyond the date which is five Business Days before the Maturity Date except as provided below) unless the applicable Issuing Lender has notified the Borrower (with a copy to the Administrative Agent) (and the beneficiary of such Letter of Credit so long as the terms of the Letter of Credit require such notice to the beneficiary by the applicable Issuing Lender and the applicable Issuing Lender shall have sufficient contact information to give such notice) at least 30 days prior to the date of automatic renewal of its election not to renew such Letter of Credit; provided further, that any Letter of Credit may expire after the fifth Business Day before the Maturity Date subject to the following conditions: (1) the Borrower shall have, concurrent with such issuance or extension, deposited cash collateral in an amount equal to the Letter of Credit Exposure attributable to such Letters of Credit to be held in the Cash Collateral Account or otherwise supported such Letter of Credit Exposure with back-to-back letters of credit in accordance with Section 2.15(e); and (y2) as originally issued or as extended, no such Letter of Credit shall have an expiry date extending beyond the date five (5after giving effect to all renewals) Business Days prior to of later than one year after the Maturity Date. Each ; (v) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The applicable Issuing Lender in its sole discretion; (vi) unless the Borrower has delivered to the applicable Issuing Lender a completed request for issuance date of each letter of credit in the form of the attached Exhibit H; signed by an Authorized Officer of the Borrower; and (vii) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Chamber of Commerce Publication No. 590 (ISP 98) or any successor to such publications. If the terms of any letter of credit request referred to in the foregoing clause (vi) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject to The LC Issuers hereby agree, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, issue commercial and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Closing Date until and prior to the Maturity Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (ia) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage aggregate amount of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC LC Obligations shall not exceed the Facility LC Sublimit and (b) the Aggregate Outstanding Revolving Committed AmountCredit Exposure shall not exceed the Aggregate Revolving Loan Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Date. Each Letter Date (unless at the time of Credit shall comply issuance or Modification of such Facility LC, such Facility LC has been cash collateralized to the reasonable satisfaction of the applicable LC Issuer in accordance with the related LOC Documentsprocedures set forth in Section 2.24.11) and (y) one year after its issuance or Modification; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which shall in no event extend beyond the date referred to in clause (x) above). The issuance date of each Letter of Credit All Existing Facility LCs shall be deemed to have been issued pursuant to this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding anything herein to the contrary, no LC Issuer shall have any obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a Business Dayviolation of any Sanctions by any party to this Agreement.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, issue to any Loan Party standby and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby commercial Letters of Credit in Dollars (each, a "FACILITY LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("MODIFY," and each such action a "MODIFICATION"), from time to time from and including the Closing Date until of this Agreement and prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of the Borrower, in a form acceptable on behalf of itself or the applicable Loan Party; provided that, the maximum face amount of the Facility LC to such Issuing Lender; providedbe issued or Modified, however, that does not exceed the lesser of (i) an amount equal to $20,000,000 minus the LOC sum of (1) the aggregate undrawn amount of all outstanding Facility LCs at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding shall not at any such time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); and (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed AmountAvailability. No Letter of Credit Facility LC (or any renewal thereof) shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity DateFacility Termination Date and (y) one year after its issuance; provided that each Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods. Each Letter The Agent, the Lenders and the Loan Parties hereby acknowledge and agree that the Letters of Credit listed on Schedule 2.1.2 attached hereto ("CLOSING DATE LCS") shall comply with constitute Facility LCs for all purposes hereunder. In no event shall the related LOC DocumentsClosing Date LCs be subject to Modification and, upon expiration thereof, such Closing Date LCs shall be replaced (if necessary) by new Facility LCs hereunder. The issuance date Until the expiration of each Letter of Credit the Closing Date LCs, KeyBank shall be a Business DayLC Issuer for purposes of this Agreement.

Issuance. Subject to The LC Issuer hereby may, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require set forth in this Agreement and in reliance upon the representations its discretion, issue letters of credit (each, a “Facility LC”) and warranties set forth hereinto renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $20,000,000, and (iiiii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitments. No Letter of Credit Notwithstanding anything herein to the contrary, no more than twenty (20) Facility LC’s may be outstanding at any time. Facility LCs may have an expiry date beyond the Facility Termination Date, provided that (a) no Facility LC shall have an expiry date later than the date one year after the Facility Termination Date and (b) the Borrower is unconditionally obligated, without any further notice, act or demand, to (x) have pay to the Administrative Agent an original expiry date more than one year from amount in immediately available funds, which funds shall be held in the date Facility LC Collateral Account, equal to 105% to the amount of issuance LC Obligations outstanding on the Facility Termination Date or (y) as originally provide a letter of credit in the amount of, and securing, such LC Obligations in form and substance, and issued or as extendedby an issuer, have acceptable to the Required Lenders and the Administrative Agent. The letters of credit identified on Schedule 2.20 (each an expiry date extending beyond “Existing Facility LC”) shall each be deemed to be a “Facility LC” issued on the date five (5) Business Days prior of this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the Maturity Date. Each Letter contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of Credit shall comply which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the related LOC Documents. The issuance date time of each Letter such funding, is the subject of Credit shall be any Sanctions or (ii) in any manner that would result in a Business Dayviolation of any Sanctions by any party to this Agreement.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, issue standby and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby commercial Letters of Credit in Dollars Agreed Currencies (each, together with the Existing Letters of Credit deemed issued hereunder pursuant to Section 2.19.13, a “Facility LC”; provided, that with respect to any Letter of Credit issued hereunder in a Foreign Currency, such term shall also be deemed to include any advance guaranty, performance bond or similar guaranty deemed appropriate by the LC Issuer) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the Closing Date until and prior to the Maturity Revolving Loan Termination Date as upon the Borrower may requestrequest of the Company; provided that immediately after each such Facility LC is issued or Modified and subject to Section 2.7(b)(ii) and 2.7(d), in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate Dollar Amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s $60,000,000, (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate outstanding principal amount Dollar Amount of outstanding Revolving Loans, Swingline Loans all Eurocurrency Advances and LOC LC Obligations in Foreign Currencies shall not exceed the Revolving Committed Maximum Foreign Currency Amount. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Date. Each Revolving Loan Termination Date and (y) one year after its issuance (or, in the case of any renewal or extension thereof, one year after such renewal or extension); provided, that Letter of Credit shall comply with the related LOC DocumentsNo. The issuance date of each CPCS-870108, identified as an Existing Letter of Credit on Schedule 2.19.13, may retain its current expiry date of June 1, 2012 (though any renewals or extensions thereof shall be a Business Dayin compliance with this sentence).

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; $25,000,000 and (iiiii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitments. No Letter of Credit Facility LCs may have an expiry date beyond the Facility Termination Date, provided that (a) no Facility LC shall have an expiry date later than the date one year after the Facility Termination Date and (b) the Borrower is unconditionally obligated, without any further notice, act or demand, to (x) have pay to the Administrative Agent an original expiry date more than one year from amount in immediately available funds, which funds shall be held in the date Facility LC Collateral Account, equal to 105% to the amount of issuance LC Obligations outstanding on the Facility Termination Date or (y) as originally provide a letter of credit in the amount of, and securing, such LC Obligations in form and substance, and issued or as extendedby an issuer, have acceptable to the Required Lenders and the Administrative Agent. The letters of credit identified on Schedule 2.20 (each an expiry date extending beyond “Existing Facility LC”) shall each be deemed to be a “Facility LC” issued on the date five (5) Business Days prior to of this Agreement for all purposes of the Maturity Date. Each Letter of Credit shall comply with the related LOC Loan Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and set forth in this Agreement, to issue standby letters of credit denominated in U.S. dollars for the account of the LOC DocumentsBorrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, if anya “Facility LC”) and to renew, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinextend, increase, decrease or otherwise modify each Issuing Lender agrees to issueFacility LC (“Modify”, and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Termination Date until upon the Maturity Date as request of the Borrower may requestBorrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC aggregate amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) 0 (the “LOC Committed AmountLC Commitment”); , (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations the Aggregate Outstanding Credit Exposures shall not exceed such Lender’s Commitment Percentage the aggregate of all the Revolving Committed Amount; Commitments and (iii) with regard to the Lenders collectively, the aggregate principal stated amount of all outstanding Revolving Loans, Swingline Loans and LOC Obligations Facility LCs issued by such LC Issuer shall not exceed $0, as such amount may be increased or decreased from time to time with the Revolving Committed Amountwritten consent of the Borrower, the Agent and each LC Issuer (provided that any increase in such amount with respect to any LC Issuer shall only require the consent of the Borrower and such LC Issuer, but in all events shall be subject to the LC Commitment). No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year after its issuance; provided that any Facility LC 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 five referenced in clause (5x) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayabove).

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify", and each such action a "Modification"), from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the "LC Commitment"), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed 25% of the LC Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year after its issuance; provided that any Facility LC 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 referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the LOC Documents, if anyletters of credit identified in Schedule II hereto and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed to be Facility LCs issued pursuant to this Agreement, and any other terms and conditions which any Issuing Lender may reasonably require and reference in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard this Agreement to the Lenders collectively, "issuance" of a Facility LC (or "issue" or other references to forms of such verb in this context) shall include the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of deemed issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayprovided hereby.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit for any lawful purpose (each Issuing Lender agrees such letter of credit, a “Facility LC”) denominated in Dollars and to issuerenew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing Date until and prior to the Revolving Credit Maturity Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC LC Obligations shall not exceed the Revolving Committed AmountLC Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iii) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer’s LC Issuer Sublimit, unless otherwise expressly agreed by such LC Issuer, and (iv) the relevant LC Issuer is satisfied that it will have no Fronting Exposure with respect to any Defaulting Lender’s or Terminating Lender’s participation interest therein, after giving effect to any renewal, extension, increase, or other modification of a Facility LC and after giving effect to any Cash Collateral provided in respect thereof and any reallocation pursuant to Section 2.24(a)(iv) or Section 2.20(n) in respected thereof. No Letter On the Closing Date, the letter of Credit credit heretofore issued by JPMorgan Chase Bank, N.A. and the letter of credit heretofore issued by Citibank, N.A., each as described on Schedule 1.1, shall each automatically, and without any further action by any party, constitute a Facility LC issued pursuant to this Section 2.20, and JPMorgan Chase Bank, N.A., solely for the purpose of maintaining such applicable letter of credit, shall constitute an LC Issuer for so long as (xand only for so long as) have an original expiry date more than one year from the date such applicable letter of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Daycredit remains outstanding.

Issuance. Subject to and upon the terms and conditions hereof herein set -------- forth, so long as no Default or Event of Default has occurred and of is continuing, the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require will, at any time and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from on and after the Closing Date until and prior to the earlier of (i) the seventh day prior to the Maturity Date as and (ii) the Termination Date, and upon request by the Borrower may requestin accordance with the provisions of Section 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form acceptable customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than $100,000 and there shall not be more than seven (7) Letters of Credit outstanding at one time. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such Issuing Lendertime, would exceed $5,000,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time; (b) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No a Letter of Credit shall (x) have an original expiry date more than -------- ------- may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year from the date of issuance or less (y) as originally issued or as extended, have an expiry date extending but not beyond the date five (5) Business Days seventh day prior to the Maturity Date. Each ), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall comply purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the related LOC Documents. The Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance date of each letters of credit generally or such Letter of Credit in particular or shall be a Business Dayimpose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, or in effect as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Sections 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay (other than Barclays Bank PLC) letters of credit in U.S. Dollars or a Foreign Currency in a form reasonably acceptable to the applicable LC Issuer and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issueincrease or otherwise modify Facility LCs (“Modify”, and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding any LC Issuer shall not at any time exceed SIXTY MILLION DOLLARS such LC Issuer’s LC Commitment ($60,000,000) (or such higher amount agreed upon between the “LOC Committed Amount”Borrower and such LC Issuer); (iib) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC all LC Obligations shall not exceed such Lender’s Commitment Percentage the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. No Letter Facility LCs may be issued for any proper limited liability company (or, if applicable, corporate) purpose. Each Facility LC shall expire at or prior to the close of Credit shall business on the earlier of (xi) have an original expiry the date more than one year from after the date of the issuance of such Facility LC (or, in the case of any renewal or (y) as originally issued extension thereof, one year after such renewal or as extended, have an extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five (5) Business Days prior to the Maturity next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Each Letter Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of Credit shall comply such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an approaching Termination Date, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LOC DocumentsLC Obligations are satisfied in full. The issuance date By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Termination Date until upon the Maturity Date as request of the Borrower may requestor any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed the Aggregate Revolving Loan Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. Any reference in this Section 2.19 to a form acceptable request for a Facility LC by the Borrower shall be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility LC requested by any such Issuing LenderPerson shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year after its issuance; provided, however, that (i) any Facility LC with a one-year term may provide for the LOC Obligations outstanding shall renewal thereof for additional one-year periods that do not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (extend beyond the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall date referenced in clause (x) have an original expiry date more than one year from hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior Prior Credit Agreement. Subject to the Maturity satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, such letters of credit shall constitute, on and after the Closing Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit , Facility LCs and shall be a Business Daysubject to and benefit from this Agreement.

Issuance. Subject to the terms ---------------------------- -------- and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each the Issuing Lender agrees to issue, and each Lender severally agrees to participate on the terms set forth in this Section 2.2 in the issuance by such the Issuing Lender of, standby and trade Letters of Credit at sight and in Dollars from time to time from the Closing Date until the Maturity Termination Date as the Borrower may request, in a form acceptable to such the Issuing Lender; provided, however, that (i) the LOC -------- ------- Obligations outstanding shall not at any time exceed SIXTY TWENTY MILLION DOLLARS ($60,000,00020,000,000) (the “"LOC Committed Amount”); ") and (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage the sum of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate -------------------- principal amount of outstanding Revolving Loans, Swingline Loans and plus the aggregate principal ---- amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount. No standby Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. No trade Letter of Credit shall (x) have an original expiry date five more than 180 days from the date of issuance or (5y) Business Days as originally issued or extended, have an expiry extending no more than 30 days prior to the Maturity Termination Date. Each Letter of Credit shall comply with or relate to, as applicable, the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit denominated in Dollars and Foreign Currencies (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing Effective Date until and prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such $20,000,000, (ii) no Lender’s Outstanding Revolving Credit Exposure shall exceed its Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Aggregate Outstanding Revolving Loans, Swingline Loans and LOC Obligations Credit Exposure shall not exceed the Aggregate Revolving Committed AmountCommitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity DateFacility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year period may provide for the renewal thereof for additional one-year periods but in no event shall the expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Each Letter of Credit Notwithstanding the foregoing, a Facility LC shall comply be permitted to have an expiry date after the date referred to in clause (x) above if the Borrower shall have, on or prior to the date referred to in clause (x) above, (a) deposited with the related LOC DocumentsAdministrative Agent cash collateral equal to the outstanding face amount of such Facility LC (or 110% of the outstanding face amount if the Facility LC is denominated in a Foreign Currency) or (b) delivered to the LC Issuer a “back-to-back” letter of credit relative to such Facility LC from an issuer and in form and substance satisfactory to each of the LC Issuer and the Administrative Agent in its sole discretion. The issuance date of On the initial Borrowing Date each Existing Letter of Credit shall be deemed to be a Business DayFacility LC issued under and governed in all respects by the terms and conditions of this Agreement, and each Lender shall participate in each Existing Letter of Credit in an amount equal to its Pro Rata Share of the face amount of such Existing Letter of Credit. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of accurately reflect the cost of making or maintaining Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.3.

Issuance. (i) Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender the Borrower may request the issuance of, and the LC Issuer hereby agrees to issueissue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and each Lender severally agrees the LC Issuer shall refuse to participate in the issuance by such Issuing Lender of, standby issue a Letter of Credit for any other purpose). Letters of Credit in Dollars from time to time from issued hereunder shall constitute utilization of the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not total aggregate LC Commitment and at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, LC Exposure of all LC Lenders at such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations time shall not exceed the Revolving Committed Amount. No total CPAM: 12877541.11 (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the LC Issuer and without any further action on the part of the LC Issuer or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the LC Issuer a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of the Stated Amount under such Letter of Credit. (iii) Each Letter of Credit shall (A) be denominated in Dollars, (B) expire no later than the earlier of (x) have an original expiry date more than one year from the 7th anniversary of its date of issuance or and (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity DateDate and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. Each Letter 600 or “International Standby Practices 1998”, International Chamber of Credit shall comply with Commerce, Publication No. 590, as mutually agreed between the related LOC Documents. The issuance date of each Letter of Credit shall be a Business DayBorrower, the Administrative Agent and the applicable LC Issuer.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinthis Agreement, each Issuing Lender agrees to issueL/C Issuer agrees, at any time and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby Letters of Credit in Dollars from time to time from between the Closing Escrow Release Date until and the Maturity Date Commitment Termination Date, to issue Letters of Credit denominated in Dollars upon the request of Borrower and for Borrower’s account (or for the account of any of Borrower’s Restricted Subsidiaries designated thereby, provided that Borrower will be a co-applicant with respect to any such Letter of Credit) or to amend or renew Letters of Credit previously issued by it. For the avoidance of doubt, no Letter of Credit shall be issued for the account of any Unrestricted Subsidiary. Each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit as the Borrower may requestmore fully described in Section 2.6(b)(ii). The aggregate amount of all Letter of Credit Obligations shall, in a form acceptable subject to such Issuing Lender; providedSection 2.3(b)(ii) and Section 2.3(b)(iii), howeveras applicable, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS $0 ($60,000,000or such greater amount as set forth in the Escrow Release Date Incremental Revolving Amendment) (the “LOC Committed AmountL/C Sublimit”); . Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof, (iix) with regard to each Lender individuallythe aggregate amount of all Letter of Credit Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Fronting Sublimit Amount, such (y) any Revolving Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage Pro Rata Share of the Aggregate Revolving Committed Amount; and Credit Exposure would exceed its Revolving Credit Commitment or (iiiz) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Credit Commitments of all Revolving Lenders. No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with regard to the Lenders collectivelyjurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the aggregate principal amount issuance of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed letters of credit generally or such Letter of Credit in particular or (2) the Revolving Committed Amountissuance of such Letter of Credit would violate any policies of the L/C Issuer applicable to letters of credit generally. No such Letter of Credit shall (x) have an original expiry date that is more than one year from following the date of issuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the applicable L/C Issuer, in their respective sole discretion, and no Revolving Lender shall be under any obligation to Incur Letter of Credit Obligations in respect of, or (y) as originally issued or as extendedpurchase risk participations in, have any Letter of Credit having an expiry date extending that is later than the fifth (5th) Business Day prior to the Commitment Termination Date; provided, further that a Letter of Credit may, upon the request of ▇▇▇▇▇▇▇▇, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Maturity Date. Each maturity date thereof if such Letter of Credit shall comply becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Commitment Termination Date (at 103% of the face value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Revolving Lenders in writing from their participation obligations with the related LOC Documents. The issuance date of each respect to such Letter of Credit on the Commitment Termination Date. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be required to issue a Business Daycommercial or trade Letter of Credit without its consent.

Issuance. (i) Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender the Borrower may request the issuance of, and the LC Issuer hereby agrees to issueissue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and each Lender severally agrees the LC Issuer shall refuse to participate in the issuance by such Issuing Lender of, standby issue a Letter of Credit for any other purpose). Letters of Credit in Dollars from time to time from issued hereunder shall constitute utilization of the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not total aggregate LC Commitment and at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, LC Exposure of all LC Lenders at such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations time shall not exceed the Revolving Committed Amounttotal aggregate LC Commitment of all LC Lenders. No The LC Issuer will make available to the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral Agent, as beneficiary thereof, the original of the Letter of Credit issued by it hereunder and any subsequent modifications or amendments thereto. (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the LC Issuer and without any further action on the part of the LC Issuer or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the LC Issuer a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of the Stated Amount under such Letter of Credit. (iii) Each Letter of Credit shall (A) be denominated in Dollars, (B) expire no later than the earlier of (x) have an original expiry date more than one year from the 7th anniversary of its date of issuance or and (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity DateDate and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. Each Letter 600 or “International Standby Practices 1998”, International Chamber of Credit shall comply with Commerce, Publication No. 590, as mutually agreed between the related LOC Documents. The issuance date of each Letter of Credit shall be a Business DayBorrower, the Administrative Agent and the applicable LC Issuer.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit and to extend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issueincrease or otherwise modify Facility LCs (“Modify”, and each Lender severally agrees to participate in such action a “Modification”) for the issuance by such Issuing Lender ofBorrower, standby Letters of Credit in Dollars from time to time from the Closing Date until date of this Agreement to the Maturity Date as Termination Date; provided that (a) the aggregate amount of LC Obligations owed by the Borrower may request, in a form acceptable to such Issuing Lender; provided, however, that (i) the LOC Obligations outstanding any LC Issuer shall not at any time exceed SIXTY MILLION DOLLARS $100,000,000 ($60,000,000) (or such higher amount agreed upon in writing between the “LOC Committed Amount”Borrower and such LC Issuer); (iib) with regard to each Lender individually, such Lender’s share the aggregate amount of outstanding Revolving Loans and Swingline Loans and LOC all LC Obligations shall not exceed such Lender’s Commitment Percentage the LC Sublimit, (c) the stated amount of all Facility LCs that have scheduled expiry dates after the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Revolving Committed Amountremainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. No Letter Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of Credit shall business on the earlier of (xi) have an original expiry the date more than one year from after the date of the issuance of such Facility LC (or, in the case of any renewal or (y) as originally issued extension thereof, one year after such renewal or as extended, have an extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five (5) Business Days prior to the Maturity next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date (which later expiration date shall not be later than one year following such next scheduled Termination Date) so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Each Letter Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of Credit shall comply such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an approaching Termination Date, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LOC DocumentsLC Obligations are satisfied in full. The issuance date By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Daydeemed to have been issued under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the terms hereof.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and set forth in this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) requested by the Borrower or any of its Subsidiaries as the applicant or co-applicant thereof for the support of the LOC DocumentsBorrower’s or its Subsidiaries’ obligations and to renew, if anyextend, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinincrease, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing date of this Agreement and prior to the Facility Termination Date until upon the Maturity Date request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $100,000,000, and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; provided, that no LC Issuer identified in clause (a) of the definition thereof shall have any obligation to issue any Facility LC if, after giving effect thereto, the LC Obligations in respect of Facility LCs issued by such LC Issuer would exceed, (i) in the case of RBC, $50,000,000 and (ii) in the case of Citizens, $25,000,000 (it being understood and agreed that any such LC Issuer may consent to issue Facility LCs in excess of such amounts in its sole discretion upon request of any Borrower so long as the aggregate amount of Facility LCs and LC Obligations that are permitted to be issued under this Agreement would not exceed $100,000,000 after giving effect to any such issuance or Modification). The Borrower may requestunconditionally and irrevocably agrees that, in connection with any Facility LC issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower will be fully responsible for the reimbursement of all payments made by the LC Issuers in respect of Facility LCs in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.19(d) to the same extent as if it were the sole account party in respect of such Facility LC (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a form acceptable guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Facility LC). No Facility LC shall have an expiry date later than the earlier to such Issuing Lenderoccur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more of a Facility LC may be up to one (1) year later than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) fifth Business Days Day prior to the Maturity Date. Each Letter Facility Termination Date if the Borrower has Cash Collateralized such Facility LC on or before the fifth Business Day prior to the Facility Termination Date in an amount equal to at least 103% of Credit shall comply the LC Obligations with respect to such Facility LC; provided that, any Facility LC may provide for the related LOC Documents. The issuance date automatic extension thereof for any number of each Letter additional periods of Credit shall be a up to one year in duration so long as such additional periods do not extend beyond the fifth Business DayDay prior to the Facility Termination Date unless the Borrower has Cash Collateralized such Facility LC on or before the fifth Business Day prior to the Facility Termination Date in an amount equal to at least 103% of the LC Obligations with respect to such Facility LC.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issueissue standby and commercial letters of credit denominated in any Agreed Currency (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify any Facility LC issued by it (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from (including on the Closing Date until Effective Date) prior to the Maturity Date as Facility Termination Date, upon the Borrower may requestrequest of the applicable Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to such Issuing Lender; provided, however, that (ia) the LOC Obligations aggregate amount of the outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC LC Obligations shall not exceed such Lender’s Commitment Percentage of $200,000,000, (b) the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations Aggregate Outstanding Credit Exposure shall not exceed the Revolving Committed AmountAggregate Commitment and (c) the aggregate amount of the outstanding LC Obligations of any LC Issuer shall not exceed its LC Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5x) the fifth Business Days Day prior to the Maturity Facility Termination Date and (y) one year after its issuance; provided that any Facility LC may contain an “evergreen” provision providing for automatic renewal of such Facility LC absent advance notice by the applicable Borrower or the applicable LC Issuer for periods up to one year unless (A) prior to the date specified in such Facility LC the beneficiary thereof receives notice from the LC Issuer (or the beneficiary and the LC Issuer receive notice from the Agent) that such Facility LC shall not be renewed or (B) the new expiry day of such Facility LC would extend beyond the fifth Business Day prior to the Facility Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issueissue to the Borrower standby and commercial Letters of Credit (each, and each Lender severally agrees Existing Letter of Credit, a “Facility LC”) and to participate in the issuance by renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such Issuing Lender ofaction a “Modification”), standby Letters of Credit in Dollars from time to time from and including the Closing Effective Date until and prior to the Maturity Facility Termination Date as upon the request of the Borrower may requestRepresentative for the account of the applicable Borrower; provided that, in a form acceptable the maximum face amount of the Facility LC to such Issuing Lender; provided, however, that be issued or Modified does not exceed the lesser of (i) an amount equal to $100,000,000 minus the LOC sum of (1) the aggregate undrawn amount of all outstanding Facility LCs at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding shall not at any such time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); and (ii) with regard to each Lender individually, such Lender’s share Availability; provided further that the LC Obligations in respect of outstanding Revolving Loans and Swingline Loans and LOC Obligations standby Letters of Credit shall not exceed such Lender’s Commitment Percentage of $50,000,000. On the Revolving Committed Amount; and (iii) with regard to the Lenders collectivelyEffective Date, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Existing Letter of Credit shall be deemed to be a Facility LC issued hereunder for the account of the applicable Borrower. No Facility LC (or any renewal thereof) shall have an expiry date later than the earlier of (x) the fifth (5th) Business DayDay prior to the Facility Termination Date and (y) one year after its 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 referred to in clause (x) above).

Issuance. Subject to The Lender (or any subsidiary or Affiliate of the Lender designated by the Lender) hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, each Issuing Lender agrees to issue, issue to any Borrower standby and each Lender severally agrees to participate in the issuance by such Issuing Lender of, standby commercial Letters of Credit in Dollars (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and each such action a "Modification"), from time to time from and including the Closing Effective Date until and prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of the Authorized Officer for the account of the applicable Borrower; provided that, in a form acceptable for Continental, the maximum face amount of the Facility LC to such Issuing Lender; providedbe issued or Modified, however, that does not exceed the least of (i) an amount equal to $5,000,000.00 minus the LOC sum of (1) the aggregate undrawn amount of all outstanding Facility LCs issued for the account of Continental at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs issued for the account of Continental outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); such time, (ii) with regard to each Lender individually, the Availability of such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; Borrower and (iii) with regard to the Lenders collectivelyAggregate Availability; provided, further, that, for Goodman, the aggregate principal maximum face amount of outstanding Revolving Loansthe Facility LC to be issued or ▇▇▇▇▇▇▇d, Swingline Loans and LOC Obligations shall does not exceed the Revolving Committed Amountleast of (i) an amount equal to $500,000.00 minus the sum of (1) the aggregate undrawn amount of all outstanding Facility LCs issued for the account of Goodman at such time plus, without duplication, (2) the aggregate un▇▇▇▇ ▇▇imbursement Obligations with respect to all Facility LCs issued for the account of Goodman outstanding at such time, (ii) the Availability of such Borr▇▇▇▇ ▇▇d (iii) Aggregate Availability. No Letter of Credit Facility LC (or any renewal thereof) shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending later than the earlier of (x) the thirtieth (30th) Business Day prior to the Facility Termination Date and (y) one year after its 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 five referred to in clause (5x) Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit shall be a Business Dayabove).

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby and commercial letters of credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Issuing Lender agrees to issue, Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by such Issuing Lender ofaction, standby Letters of Credit in Dollars a “Modification”), from time to time from and including the Closing date of this Agreement and prior to the Termination Date until upon the Maturity Date as request of the Borrower may requestor any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed the Aggregate Revolving Loan Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. Any reference in this Section 2.19 to a form acceptable request for a Facility LC by the Borrower shall be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility LC requested by any such Issuing LenderPerson shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Termination Date and (y) one year after its issuance; provided, however, that (i) any Facility LC with a one-year term may provide for the LOC Obligations outstanding shall renewal thereof for additional one-year periods that do not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (extend beyond the “LOC Committed Amount”); (ii) with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the Revolving Committed Amount. No Letter of Credit shall date referenced in clause (x) have an original expiry date more than one year from hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) Business Days prior Prior Credit Agreement. Subject to the Maturity satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, such letters of credit shall constitute, on and after the Closing Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date of each Letter of Credit , Facility LCs and shall be a Business Daysubject to and benefit from this Agreement.