Common use of The Letter of Credit Facility Clause in Contracts

The Letter of Credit Facility. Pursuant to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (together with the Existing Letters of Credit, the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing until 30 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued by the Fronting Bank not to exceed at any time the Letter of Credit Facility and (ii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders on such Business Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and, in the case of a Documentary Letter of Credit, 180 days after the date of issuance thereof. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request the issuance of additional Letters of Credit under this Section 2.13(a). 50

The Letter of Credit Facility. Pursuant to The Borrowers, through an Authorized Signatory, may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, commercial and standby letters of credit (together with the Existing Letters of Credit, the "Letters of CreditLETTERS OF CREDIT") for the account of the any Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding (less Cash Collateralized Letters of Credit), the lesser of (i) $10,000,000 (or the Dollar Equivalent thereof in an aggregate Available Amount for all Letters of Credit issued by Approved Offshore Currency) (the Fronting Bank not to exceed at any time the Letter of Credit Facility "LETTER OF CREDIT FACILITY"), and (ii) the result of (1) the Revolving Credit Commitment MINUS (2) the aggregate principal amount of Revolving Credit Advances then outstanding; provided, however, in an Available Amount for each such Letter no event shall the Dollar Equivalent of Credit not to all Advances and Reimbursement Obligations outstanding in Approved Offshore Currencies exceed the Unused Revolving Credit Commitments of the Lenders on such Business DayApproved Offshore Currency Borrowing Limit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 (i) ten days before prior to the Termination Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or on the Agreement Date, with respect to Existing Letters of Credit), the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrowers under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage times (y) the maximum amount in Dollars (or the Dollar Equivalent thereof in an Approved Offshore Currency) to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.13(aSECTION 2.15(a), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.13(cSECTION 2.15(c) and request the issuance of additional Letters of Credit under this Section 2.13(aSECTION 2.15(a). 50.

The Letter of Credit Facility. Pursuant to The Borrowers, through the Existing Credit AgreementNotification Agent, may request the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit (together with the Existing Letters of Credit, the "Letters of CreditLETTERS OF CREDIT") for the joint account of the Borrowers or the joint account of any Borrower or and any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Restricted Subsidiaries) , from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Maturity Date (i) in an aggregate Available Amount for maximum amount (assuming compliance with all Letters of Credit issued by the Fronting Bank conditions to drawing) not to exceed at any time outstanding the Letter lesser of Credit Facility (i) $50,000,000 (the "LETTER OF CREDIT FACILITY"), and (ii) in an Available Amount for each such Letter the sum of Credit not to exceed (A) the Unused Revolving Credit Commitments Commitment MINUS (B) the aggregate principal amount of the Lenders on such Business DayAdvances then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (i) the Termination Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. The Borrowers, together with any of their Restricted Subsidiaries which may be an account party, shall be jointly and severally liable for the repayment of any Reimbursement Obligation. Immediately upon the issuance of each Letter of Credit (or on the Agreement Date, with respect to Existing Letters of Credit), the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrowers under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers, through the Notification Agent, may request the issuance of Letters of Credit under this Section 2.13(aSECTION 2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(cSECTION 2.16(c) and request the issuance of additional Letters of Credit under this Section 2.13(aSECTION 2.16(a). 50.

The Letter of Credit Facility. Pursuant to the Existing Credit Agreement, the Fronting Each Issuing Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank severally agrees, on the terms and conditions hereinafter set forth, to issue standby letters of credit (together with the Existing Letters of Credit, the "“Letters of Credit"”) for the account of the any Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing hereof until 30 10 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued by the Fronting Bank not to exceed at any time the lesser of (i) the Letter of Credit Facility at such time and (ii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders on at such Business Daytime. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 30 (A) 10 days before the Termination Date and, in the case of a Documentary Letter of Credit, 180 days and (B) one year after the date of issuance thereofthereof (but such Letter of Credit may by its terms be automatically renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Letter of Credit and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrowers (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a “Notice of Termination”)); provided that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date after the dates referred to in clause (A) above. If either a Notice of Renewal is not given by the applicable Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Agent or the applicable Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.13(a2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.16(d) and request the issuance of additional Letters of Credit under this Section 2.13(a2.16(a). 50.

The Letter of Credit Facility. Pursuant (i) Subject to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forthforth herein, to issue letters of credit (together with A) each Issuing Bank agrees, in reliance upon the Existing Letters of Credit, the "Letters of Credit") for the account agreements of the Borrower or any of its Subsidiaries Lenders set forth in this Section 2.03, (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries1) from time to time on any Business Day during the period from the date Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the initial Borrowing until 30 days before Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Termination Date Letters of Credit; and (iB) the Lenders severally agree to participate in an aggregate Available Amount for all Letters of Credit issued by for the Fronting Bank account of the Borrower or its Subsidiaries and any drawings thereunder; provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the aggregate outstanding amount of all Revolving Credit Advances, L/C Obligations and Swing Line Advances shall not to exceed at the Revolving Credit Facility, (x) the aggregate outstanding Revolving Credit Advances and funded and unfunded participations in L/C Obligations and Swing Line Advances of any time Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the outstanding amount of the L/C Obligations shall not exceed the Letter of Credit Facility and (iiz) in an Available Amount for each the outstanding amount of L/C Obligations of any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit not to exceed Commitment. Each request by the Unused Revolving Credit Commitments Borrower for the issuance or amendment of the Lenders on such Business Day. No a Letter of Credit shall have an expiration date (including all rights of be deemed to be a representation by the Borrower or that the beneficiary to require renewal) later than L/C Credit Extension so requested complies with the earlier of 30 days before the Termination Date and, conditions set forth in the case of a Documentary Letter of Credit, 180 days after proviso to the date of issuance thereofpreceding sentence. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.13(a)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request accordingly the issuance of additional Borrower may, during the foregoing period, obtain Letters of Credit under this Section 2.13(a)to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 50All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Facility. Pursuant to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit"a) for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on On the terms and conditions hereinafter set forth----------------------------- forth herein, to issue letters of credit (together with the Existing Letters of Crediti) each Issuing Bank agrees, the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing until 30 days before Closing Date to the Termination Date (i) in an aggregate Available Amount for all to issue Letters of Credit for the account of the Company and to amend or renew Letters of Credit previously issued by the Fronting Bank not to exceed at any time the Letter of Credit Facility it and (ii) the Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, however, that (A) no Issuing Bank shall be obligated to -------- ------- Issue Letters of Credit (x) in excess of its Issuance Allocation or, if an Available Amount Issuing Bank has received a Tenor Allocation, for each a period of time longer than its Tenor Allocation or (y) if the L/C Obligations owed to such Issuing Bank would exceed its Issuance Allocation and (B) no Bank shall be obligated to participate in any Letter of Credit if as of the date of Issuance of such Letter of Credit not to exceed (the Unused Revolving Credit Commitments "Issuance Date") the participation of the Lenders on such Business Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and, Bank in the case Effective ------------- Amount of a Documentary Letter of Credit, 180 days after the date of issuance thereofall L/C Obligations would exceed such Bank's Commitment. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveother terms and conditions hereof, the Borrower may request the issuance of Company's ability to obtain Letters of Credit under shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. An Issuing Bank may Issue Letters of Credit itself or may cause one of its Affiliates to Issue Letters of Credit. Any such Affiliate Issuing Letters of Credit shall have all of the rights of an Issuing Bank hereunder and may exercise any of the remedies available to an Issuing Bank hereunder even though such Affiliate is not a signatory to this Section 2.13(aAgreement or to the L/C-Related Documents (other than Letters of Credit), repay and any Affiliate of an Issuing Bank so Issuing Letters of Credit shall be an express third party beneficiary of this Agreement and the L/C-Related Documents between the Issuing Bank with respect to which it is an Affiliate and the Company. The Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) Offices of each Issuing Bank and request the issuance any Affiliate of additional such Issuing Bank through which such Issuing Bank Issues Letters of Credit under this Section 2.13(a)are set forth on Schedule 1.01, as such ------------- schedule may change from time to time. 50Promptly after receipt by the Agent of information from an Issuing Bank as to changes in its Letter of Credit Offices, the Agent shall deliver an updated Schedule 1.01 to the Company and each Bank. -------------

The Letter of Credit Facility. Pursuant (i) Subject to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forthforth herein, to issue letters of credit (together with A) each Issuing Bank agrees, in reliance upon the Existing Letters of Credit, the "Letters of Credit") for the account agreements of the Borrower or any of its Subsidiaries Lenders set forth in this Section 2.03, (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries1) from time to time on any Business Day during the period from the date Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the initial Borrowing until 30 days before Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Termination Date Letters of Credit; and (iB) the Revolving A Lenders severally agree to participate in an aggregate Available Amount for all Letters of Credit issued by for the Fronting Bank account of the Borrower or its Subsidiaries and any drawings thereunder; provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the aggregate outstanding amount of all Revolving A Credit Advances, L/C Obligations and Swing Line Advances shall not to exceed at the Revolving A Credit Facility, (x) the aggregate outstanding Revolving A Credit Advances and funded and unfunded participations in L/C Obligations and Swing Line Advances of any time Lender shall not exceed such Lender’s Revolving A Credit Commitment, (y) the outstanding amount of the L/C Obligations shall not exceed the Letter of Credit Facility and (iiz) in an Available Amount for each the outstanding amount of L/C Obligations of any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit not to exceed Commitment. Each request by the Unused Revolving Credit Commitments Borrower for the issuance or amendment of the Lenders on such Business Day. No a Letter of Credit shall have an expiration date (including all rights of be deemed to be a representation by the Borrower or that the beneficiary to require renewal) later than L/C Credit Extension so requested complies with the earlier of 30 days before the Termination Date and, conditions set forth in the case of a Documentary Letter of Credit, 180 days after proviso to the date of issuance thereofpreceding sentence. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.13(a)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request accordingly the issuance of additional Borrower may, during the foregoing period, obtain Letters of Credit under this Section 2.13(a)to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 50All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Facility. Pursuant (i) Subject to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forthforth (A) Issuing Bank agrees, in reliance on the Agreements of the Lenders set forth in this Section (1) to issue standby letters of credit (together with the Existing Letters Letter of Credit, the "“Letters of Credit"”) for the account of the any Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing Effective Date hereof until 30 10 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued by the Fronting Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (iiy) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders on at such Business Daytime, and to amend or extend Letters of Credit previously issued by it in accordance with the terms of this Section 2.16, and (2) to honor drawings under the Letters of Credit, and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of any Borrower and any drawings thereunder. No Each request by a Borrower for the issuance or amendment of a Letter of Credit shall have an expiration date (including all rights of be deemed to be a representation by the Borrower Borrowers that the issuance, extension or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and, in the case of a Documentary Letter of Credit, 180 days after the date of issuance thereof. Within the limits amendment of the Letter of Credit Facilityso requested complies with the conditions set forth in the preceding sentence. Within the foregoing limits, and subject to the limits referred terms and conditions hereof, each Borrower’s ability to above, the Borrower may request the issuance of obtain Letters of Credit under this Section 2.13(a)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request accordingly such Borrower may, during the issuance of additional foregoing period, obtain Letters of Credit under this Section 2.13(a). 50to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit (together with the Existing Letters of Credit, the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) Subsidiary from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Maturity Date (i) in an aggregate Available Amount for maximum amount (assuming compliance with all Letters of Credit issued by the Fronting Bank conditions to drawing) not to exceed at any time outstanding the lesser of (i) $100,000,000 (the "Letter of Credit Facility Facility") and (ii) in an Available Amount for each such the sum of (A) the Commitment minus (B) the aggregate principal amount of Advances then outstanding. No Letter of Credit not shall be issued to exceed the Unused Revolving Credit Commitments support any obligation of the Lenders on such Business DayBorrower or any Subsidiary in respect of debt for borrowed money. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (i) the Termination Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or, with respect to the Existing Letters of Credit, on the Agreement Date), the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage of the Commitment times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.16(c) and request the issuance of additional Letters of Credit under this Section 2.13(a2.16(a). 50.

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing ----------------------------- Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit (together with the Existing Letters of Credit, the "Letters of ---------- Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) Subsidiary from time to time on ------ any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Maturity Date (i) in an aggregate Available Amount for maximum amount (assuming compliance with all Letters of Credit issued by the Fronting Bank conditions to drawing) not to exceed at any time outstanding the lesser of (i) $175,000,000 (the "Letter of Credit Facility Facility") and (ii) in an Available Amount for each such Letter the sum of Credit not to exceed (A) the Unused Revolving Credit Commitments Commitment minus (B) -------------------------- ----- the aggregate principal amount of the Lenders on such Business DayAdvances then outstanding. No Letter of Credit (other than the Tax-Exempt Letters of Credit) shall be issued to support any obligation of the Borrower or any Subsidiary in respect of debt for borrowed money. No Letter of Credit (other than the Tax-Exempt Letters of Credit) shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 (i) ten days before prior to the Termination Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or, with respect to the Existing Letters of Credit, on the Agreement Date), the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage of the Commitment times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.16(c) and request the issuance of additional Letters of Credit under this Section 2.13(a2.16(a). 50.

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue letters of credit (together with issue, and the Existing Issuing Bank shall, if so requested, issue, one or more Letters of Credit, the "Letters of Credit") Credit for the account of the Borrower or and/or any of its Subsidiaries (it being understood that provided that, if any Letter of Credit is issued for the Obligations account of any Subsidiary, the Borrower shall be jointly and severally liable with respect to such Letters Letter of Credit shall be Obligations pursuant to the terms of the Borrower notwithstanding that such Letters Letter of Credit shall be for the account Agreement (as defined below) governing such Letter of its SubsidiariesCredit) from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the lesser of (i) in an aggregate Available Amount for all Letters of Credit issued by $50,000,000 (the Fronting Bank not to exceed at any time the "Letter of Credit Facility Facility") and (ii) in an Available Amount for each such Letter amount equal to the Commitment minus the aggregate principal amount of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders on such Business DayAdvances and Swing Line Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 (i) ten days before prior to the Termination Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or upon satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2 hereof with respect to the Existing Letters of Credit), the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a2.15(a), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.15(c) hereof and request the issuance of additional Letters of Credit under this Section 2.13(a2.15(a). 50.

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit (such letters of credit together with the Existing Letters of Credit, Credit the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Maturity Date (i) in an aggregate Available Amount for maximum amount (assuming compliance with all Letters of Credit issued by the Fronting Bank conditions to drawing) not to exceed at any time outstanding the lesser of (i) $200,000,000 (the "Letter of Credit Facility Facility"), and (ii) in an Available Amount for each such Letter the difference of Credit not to exceed (A) the Unused Revolving Credit Commitments Commitment minus (B) the aggregate principal amount of the Lenders on such Business DayAdvances then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (i) the Termination Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or, with respect to the Existing Letters of Credit, upon satisfaction of the conditions set forth in Sections 3.1 and 3.2 of this Agreement), the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (i) such Lender's Specified Percentage of the Commitment times (ii) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.16(c) and request the issuance of additional Letters of Credit under this Section 2.13(a2.16(a). 50During the term of this Agreement, provided that no Default or Event of Default then exists and subject to the same conditions for the issuance of a Letter of Credit set forth in Section 3.2 hereof, the Issuing Bank may at the Borrower's option, automatically renew any expiring Letters of Credit for a period of time not to exceed the earlier of (x) five (5) days prior to the Maturity Date or (y) one year after the date of issuance thereof.

The Letter of Credit Facility. Pursuant to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (together with the Existing Letters of Credit, the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing until 30 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued by the Fronting Bank not to exceed at any time the Letter of Credit Facility and (ii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders on such Business Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and, in the case of a Documentary Letter of Credit, 180 days after the date of issuance thereof. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request the issuance of additional Letters of Credit under this Section 2.13(a). 50.

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit to be denominated in Dollars (together with the Existing Letters of Credit, the "Letters of Credit") for the account of the Borrower or for the joint account of the Borrower and any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Revolving Commitment Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the lesser of (i) in an aggregate Available Amount for all Letters of Credit issued by $15,000,000 (the Fronting Bank not to exceed at any time the "Letter of Credit Facility Facility") and (ii) in an Available Amount for each such Letter the sum of Credit not to exceed (A) the Unused Revolving Credit Commitments Commitment, minus (B) the aggregate principal amount of the Lenders on such Business DayRevolving Credit Advances and Swing Line Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days (i) 5 Business Days before the Termination Revolving Commitment Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereofthereof (provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods, which in no event extend beyond the date referred to in clause (i) of this sentence). Immediately upon the issuance of each Letter of Credit, the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Revolving Credit Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a2.16(a), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.16(c) and request the issuance of additional Letters of Credit under this Section 2.13(a2.16(a). 50.

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit (together with the Existing Letters of Credit, the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the lesser of (i) in an aggregate Available Amount for all Letters of Credit issued by $5,000,000 (the Fronting Bank not to exceed at any time the "Letter of Credit Facility Facility"), and (ii) in an Available Amount for each such Letter amount equal to the lesser of Credit not to exceed (A) the Unused Revolving Credit Commitments sum of the Lenders on such Business DayCommitment minus the aggregate principal amount of Advances and Reimbursement Obligations then outstanding and (B) the sum of the Borrowing Base minus the aggregate principal amount of Advances and Reimbursement Obligations then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (i) the Termination Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a2.15(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.15(c) and request the issuance of additional Letters of Credit under this Section 2.13(a2.15(a). 50.

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing ----------------------------- Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit (together with including the Existing Letters of Credit, the "Letters of Credit") for the account of the ----------------- Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Revolving Commitment Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the lesser of (i) in an aggregate Available Amount for all Letters of Credit issued by $2,000,000 (the Fronting Bank not to exceed at any time the "Letter of Credit Facility ---------------- Facility") and (ii) in an Available Amount for each such Letter amount equal to the lesser of Credit not to exceed (A) the Unused Revolving Credit Commitments -------- Commitment minus the aggregate principal amount of Revolving Credit Advances ----- then outstanding and (B) the Lenders on such Business DayBorrowing Base minus the aggregate principal amount ----- of Revolving Credit Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (i) the Termination Revolving Commitment Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or upon satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2 ------------ --- hereof with respect to the Existing Letters of Credit), the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a)2.16(a) , repay any Letter of --------------- Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c------- 2.16(c) and request the issuance of additional Letters of Credit under this ------- Section 2.13(a)2.16(a) . 50--------------- -37-

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit (together with the Existing Letters of Credit, the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Revolving Commitment Maturity Date in an aggregate maximum drawable amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the lesser of (i) $2,000,000 (or the U.S. dollar equivalent thereof in an aggregate Available Amount for all Letters of Credit issued by foreign currencies acceptable to the Fronting Bank not to exceed at any time Issuing Bank) (the "Letter of Credit Facility Facility") and (ii) in an Available Amount for each such Letter of Credit not amount equal to exceed the Unused Revolving Credit Commitments Commitment minus the aggregate principal amount of the Lenders on such Business DayRevolving Credit Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (i) the Termination Revolving Commitment Maturity Date and, in the case of a Documentary Letter of Credit, 180 days or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(a2.15(a), repay any Letter of Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.15(c) and request the issuance of additional Letters of Credit under this Section 2.13(a2.15(a). 50.

The Letter of Credit Facility. Pursuant to The Borrower may request the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agreesIssuing Bank, on the terms and conditions hereinafter set forth, to issue issue, and the Issuing Bank shall, if so requested, issue, letters of credit (together with the Existing Letters of Credit, the "Letters of CreditLETTERS OF CREDIT") for the account of the Borrower or the joint account of the Borrower and any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Restricted Subsidiaries) , from time to time on any Business Day during the period from the date of the initial Borrowing Advance until 30 days before the Termination Maturity Date (i) in an aggregate Available Amount for maximum amount (assuming compliance with all Letters of Credit issued by the Fronting Bank conditions to drawing) not to exceed at any time outstanding the Letter lesser of Credit Facility (i) $75,000,000 (the "LETTER OF CREDIT FACILITY"), and (ii) in an Available Amount for each such Letter the sum of Credit not to exceed (A) the Unused Revolving Credit Commitments Commitment MINUS (B) the aggregate principal amount of the Lenders on such Business DayAdvances then outstanding. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and, in the case of a Documentary Letter of Credit, 180 days one year after the date of issuance thereofthereof (provided, however, if on the Maturity Date there are any Letters of Credit outstanding, the Borrower shall deposit on such date in the L/C Cash Collateral Account immediately available funds in an amount to cash collateralize in full the total outstanding Letters of Credit). The Borrower, together with any of its Restricted Subsidiaries which may be an account party, shall be jointly and severally liable for the repayment of any Reimbursement Obligation. Immediately upon the issuance of each Letter of Credit (or on the Agreement Date, with respect to Existing Letters of Credit), the Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each drawing thereunder and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender's Revolving Credit Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (assuming compliance with all conditions to drawing). Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.13(aSECTION 2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(cSECTION 2.16(c) and request the issuance of additional Letters of Credit under this Section 2.13(aSECTION 2.16(a). 50.

The Letter of Credit Facility. Pursuant (i) Subject to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forthforth herein, to issue letters of credit (together with A) each Issuing Bank agrees, in reliance upon the Existing Letters of Credit, the "Letters of Credit") for the account agreements of the Borrower or any of its Subsidiaries Lenders set forth in this Section 2.03, (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries1) from time to time on any Business Day during the period from the date Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the initial Borrowing until 30 days before Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Termination Date Letters of Credit; and (iB) the Revolving Lenders severally agree to participate in an aggregate Available Amount for all Letters of Credit issued by for the Fronting Bank account of the Borrower or its Subsidiaries and any drawings thereunder; provided, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the aggregate outstanding amount of all Revolving Credit Advances, L/C Obligations and Swing Line Advances shall not to exceed at the Revolving Credit Facility, (x) the aggregate outstanding Revolving Credit Advances and funded and unfunded participations in L/C Obligations and Swing Line Advances of any time Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the outstanding amount of the L/C Obligations shall not exceed the Letter of Credit Facility and (iiz) in an Available Amount for each the outstanding amount of L/C Obligations of any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit not to exceed Commitment. Each request by the Unused Revolving Credit Commitments Borrower for the issuance or amendment of the Lenders on such Business Day. No a Letter of Credit shall have an expiration date (including all rights of be deemed to be a representation by the Borrower or that the beneficiary to require renewal) later than L/C Credit Extension so requested complies with the earlier of 30 days before the Termination Date and, conditions set forth in the case of a Documentary Letter of Credit, 180 days after proviso to the date of issuance thereofpreceding sentence. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit under this Section 2.13(a)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request accordingly the issuance of additional Borrower may, during the foregoing period, obtain Letters of Credit under this Section 2.13(a)to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 50All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Facility. Pursuant to the Existing Credit Agreement, the Fronting Each Issuing Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank severally agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (together with the Existing Letters of Credit, the "Letters of Credit") for the account of the any Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the date of the initial Borrowing hereof until 30 10 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued by the Fronting such Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment and (ii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to an amount equal to the Unused Revolving Credit Commitments of the Lenders on at such Business Daytime. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 30 (A) 10 days before the Termination Date andand (B) (1) in the case of a Standby Letter of Credit, one year after the date of issuance thereof (but such Standby Letter of Credit may by its terms be automatically renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Standby Letter of Credit and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrowers (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a "Notice of Termination")) and (2) in the case of a Documentary Letter of Credit, 180 days one year after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date after the dates referred to in clause (A) above. If either a Notice of Renewal is not given by the applicable Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Agent or the applicable Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "Default Termination Notice") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.13(a2.16(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c2.16(d) and request the issuance of additional Letters of Credit under this Section 2.13(a2.16(a). 50.

The Letter of Credit Facility. Pursuant (a) Subject to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (such Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forthforth herein, to issue letters of credit (together with i) the Existing Letters of CreditIssuing Bank agrees, the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries (it being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its SubsidiariesA) from time to time on any Business Day during the period from the date of the initial Borrowing Closing Date until 30 days before the Revolving Credit Termination Date (i) in an aggregate Available Amount for all to issue Letters of Credit issued by for the Fronting Bank not to exceed at any time account of the Company (it being understood that such Letter of Credit Facility may be for the benefit of any of its Subsidiaries), and to amend or renew Letters of Credit previously issued by it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks severally agree to participate in an Available Amount Letters of Credit Issued for each the account of the Company (it being understood that such Letter of Credit may be for the benefit of any of its Subsidiaries); provided, that the Issuing Bank shall not be obligated to exceed the Unused Revolving Credit Commitments of the Lenders on such Business Day. No Issue, and no Bank shall be obligated to participate in, any Letter of Credit shall have an expiration date (including all rights if as of the Borrower or date of Issuance of such Letter of Credit (the beneficiary to require renewal"Issuance Date") later than (1) the earlier aggregate Effective Amount of 30 days before all Revolving Loans, Swingline Loans, and L/C Obligations exceeds the Termination Date andAggregate Revolving Credit Commitment, (2) the Effective Amount of all Revolving Loans of such Bank plus the participation of such Bank, if any, in the case aggregate Effective Amount of a Documentary Letter all Swingline Loans and L/C Obligations exceeds such Bank's Revolving Credit Commitment, or (3) the Effective Amount of Credit, 180 days after L/C Obligations exceeds the date of issuance thereofL/C Commitment. Within the limits of the Letter of Credit Facilityforegoing limits, and subject to the limits referred to aboveother terms and conditions hereof, the Borrower may request the issuance of Company's ability to obtain Letters of Credit under this Section 2.13(a)shall be fully revolving, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request and, accordingly, the issuance of additional Company may, during the foregoing period, obtain Letters of Credit under this Section 2.13(a)to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. 50Upon the initial Credit Extension, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after such Credit Extension shall be subject to and governed by the terms and conditions hereof.