Common use of Issuance Clause in Contracts

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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum 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 then available for drawing under Facility LCs issued by such LC Issuer shall not exceed 1/6 its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance 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) aboveSection 2.19(l). Subject to Notwithstanding the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) belowforegoing, which no Declining Lender shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the letters 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 reference in this Agreement to the “issuance” of issue a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebythat has an expiry date that is later than its Declining Lender’s Termination Date.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay 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 increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount of such LC Issuer’s LC Pro Rata Share of the LC Sublimit (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after each the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Facility LC is issued or Modified, Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amountissuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, if anyin the case of any renewal or extension thereof, by one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Section 2.01), upon the request of the Borrower, 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 increase or otherwise modify each Facility LC LCs (“Modify”, ,” and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount agreed upon in writing between the Borrower and such LC Issuer; (b) the aggregate amount of all LC Obligations shall not exceed the lesser of $4,000,000,000 and the Aggregate Commitment Amount; (c) the stated amount of all Facility LCs that have scheduled expiry dates after each the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Facility LC is issued or Modified, Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amount, if any, by which the stated amount issuance of all outstanding letters of credit generally or of such Facility LC in particular. Facility LCs may by their terms or the terms of be issued for any Facility LC Applications be automatically increased shall not exceed $500,000,000 proper limited liability company (the “LC Commitment”)or, (iiif applicable, corporate) 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 Commitmentpurpose. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day seven days prior to the last scheduled Termination Date. By their execution of this Agreement, the parties hereto agree that on the Effective Date and (y) one year after its issuance; provided that without 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 further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

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) 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 $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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth out in this Agreement, to issue standby letters Financial Letters of credit for Credit, Performance Letters of Credit, Documentary Letters of Credit and Bank Guaranties (collectively with the account Existing Letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (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 date of this Agreement and prior to the Termination date that is 5 Business Days prior to its respective Commitment Maturity Date upon the request of the Borrowerany Borrower or any Subsidiary; provided that (a) each Facility LC shall be issued in an Agreed Currency, (b) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations plus may not exceed the aggregate amountLC Sublimit, (c) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (d) if anythe expiry date of such Facility LC would occur after the Commitment Maturity Date of any Lender, by which the stated amount of all outstanding such Facility LCs may by their terms or LC, together with 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 undrawn stated amount of all outstanding other Facility LCs issued by with expiry dates occurring after such LC Issuer shall Commitment Maturity Date, may not exceed 1/6 the portion of the LC CommitmentAggregate Commitment not expiring on such Commitment Maturity Date. No Facility LC shall have an initial expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year five years after its issuance; provided that any . Any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (unless the LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in no any event extend the expiry date of such Facility LC more than 12 months beyond the date referenced in clause (x) above)respective Commitment Maturity Date. Subject Any Bank Guaranty issued under this Agreement shall be subject to the terms and conditions hereof (other than additional requirements of Section 2.26.13 hereof. On 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 Closing Date, each of the letters of credit identified in Schedule II hereto (the “all Existing Letters of Credit”) and issued for Credit shall automatically, without any action on the account of the Borrower or for the account part of any Subsidiary of the Borrower shall Person, be deemed to be Facility LCs issued pursuant to this Agreementand outstanding hereunder, and any reference in this Agreement shall be subject to and governed by the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms and conditions hereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial 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 issued by it (“Modify”, ,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility 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”)250,000,000, (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Aggregate Commitment and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all the outstanding Facility LCs LC Obligations issued by such each LC Issuer shall not exceed 1/6 of the such LC Issuer’s LC 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; 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 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 of issuance of such Facility LC) by 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 its expiry date extended to a date later than the date referred to 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters Facility LCs on behalf 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”) Loan Party 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 Effective Date and prior to the Facility Termination Date upon the request of the Domestic Borrower; provided that immediately after each such Facility LC is issued or Modified, . (i) The maximum face amount of (A) each Facility LC to be issued shall not exceed $40,000,000 (or the applicable foreign currency equivalent thereof) minus the sum of (1) the aggregate amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated undrawn amount of all outstanding Facility LCs may by their terms or at such time and, without duplication, (2) the terms of any aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time; (B) each Canadian Facility LC Applications to be automatically increased shall not exceed $500,000,000 (the “LC Commitment”), (ii) the Aggregate Outstanding Credit Exposures issued shall not exceed the aggregate Canadian Dollar equivalent of all $1,000,000 minus the Commitments and sum of (iii1) unless such LC Issuer shall otherwise consent thereto, the aggregate stated 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 by shall not exceed the Pounds Sterling equivalent of $1,000,000 minus the sum of (1) the 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 exceed 1/6 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 Commitment. if at the time of the proposed issuance there is no Canadian Availability, or (C) 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 Pounds Sterling. (iv) No Facility LC (or any renewal thereof) 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; provided that any each Facility LC with a one-year term tenor 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyperiods.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for the account (each such letter of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (eachcredit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Revolving Credit 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 Exposure 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 Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) one year after 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 term tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced referred to in the preceding clause (x)). 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) as of the close of business on the seventeenth (17th) day prior to the last day upon which the LC Issuer’s notice of termination may be given to 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 referred to 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay (other than Barclays Bank PLC) 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”) denominated in U.S. Dollars and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed such LC Issuer’s LC Commitment (or such higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after each the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Facility LC is issued or Modified, Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amountissuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, if anyin the case of any renewal or extension thereof, by one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each The 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 Facility 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”), 20,000,000 and (ii) the Aggregate Outstanding Credit Exposures Exposure 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 Aggregate Commitments. Facility LCs issued by such LC Issuer shall not exceed 1/6 of may have an expiry date beyond the LC Commitment. No Facility Termination Date, provided that (a) no Facility LC shall have an expiry date later than the earlier of (x) date one year after the fifth Business Day prior to the Facility Termination Date and (yb) one year after its issuance; provided that the Borrower is unconditionally obligated, without 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 further notice, act or demand, to (x) above). Subject pay to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) belowAdministrative Agent an amount in immediately available funds, which funds shall be deemed satisfied held in the Facility LC Collateral Account, equal to 105% to the amount of LC Obligations outstanding on the Facility Termination Date or (y) provide a letter of credit in the amount of, and securing, such LC Obligations in form and substance, and issued by an issuer, acceptable to the attached Schedule II), from Required Lenders and after the Effective Date, each of the Administrative Agent. The letters of credit identified in on Schedule II hereto 2.20 (the each an “Existing Letters of CreditFacility LC”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall each be deemed to be a “Facility LCs LC” issued pursuant on the date of this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the contrary, the LC Issuer shall have no 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 violation of any Sanctions by any party to this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for (each such letter of credit, together with each letter of credit issued or deemed to be issued pursuant to the account of Previous Credit Agreement and outstanding on the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (eachClosing Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Revolving Credit 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 Exposure 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 Aggregate Commitment. No Facility LC shall have an expiry date 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 term tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced referred to in the preceding clause (x)). 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) as of the close of business on the seventeenth (17th) day prior to the last day upon which the LC Issuer’s notice of termination may be given to 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 referred to 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial 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 Facility Termination Date upon the request of the BorrowerCompany; 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”)10,000,000, (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Aggregate Commitment and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer Aggregate Outstanding Revolving Credit Exposure shall not exceed 1/6 of the LC CommitmentAggregate Revolving Credit Commitments. No Facility LC shall have an expiry date later than one year after the earlier 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 Facility Termination Date, and (ii) 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 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, 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 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 fifth Business Day prior to ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the Termination Date implementation thereof, and (y) one year after its issuance; provided that all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Facility LC with a one-year term may provide for successor or similar authority) or the renewal thereof for additional one-year periods (which United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in no event extend beyond each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above, regardless of 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) belowenacted, which shall be deemed satisfied by the attached Schedule II)adopted, from and after the Effective Date, each of the letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyimplemented.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters (or continue) Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement Restatement Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar 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”), 10,000,000 and (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate 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 all the Commitments and (iii) unless any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer shall otherwise consent theretofrom issuing such Facility LC, the aggregate stated amount or any legal requirement of all outstanding Facility LCs issued by general application applicable to such LC Issuer shall or any request or directive (whether or not exceed 1/6 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 CommitmentIssuer 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 Percentage) of all LC Obligations. 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; 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on Subject to the terms and conditions set forth in hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing 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 Agreement) to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), the Issuing Lender shall from time to time upon request issue standby (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (eachits Subsidiaries; provided, a “Facility LC”) and to renewhowever, 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 LOC 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 $500,000,000 (the “LC Commitment”)LOC Committed Amount, (ii) the Aggregate Outstanding Credit Exposures sum of the aggregate amount of LOC Obligations outstanding plus Revolving Loans outstanding plus Swing Line Loans outstanding plus Competitive Bid Loans outstanding shall not exceed the aggregate of all the Commitments Revolving Committed Amount and (iii) unless such LC Issuer shall otherwise consent theretowith respect to each individual LOC Participant, the aggregate stated amount LOC Participant's pro rata share of all outstanding Facility LCs issued by such LC Issuer Revolving Loans plus its pro rata share of outstanding LOC Obligations shall not exceed 1/6 such LOC Participant's Revolving Loan Commitment Percentage of the LC CommitmentRevolving Committed Amount. No Facility LC The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, each Letter of Credit shall have an original expiry date not more than one year from the date of issuance; provided that, at the option of the Borrower, Letters of Credit may be subject to automatic renewal for periods not in excess of one year subject to the conditions that (x) the Issuing Lender may give notice to the Borrower not less than 60 days prior to the effective date of such extension that it will not extend such Letter of Credit (and, during the existence and continuation of an Event of Default, the Issuing Lender agrees to give such notice if instructed by the Required Lenders to do so) and (y) no Letter of Credit (or renewal thereof), shall have an expiry date later than extending beyond the earlier Revolving Loan Maturity Date. Each Letter of Credit shall be either (x) a standby letter of credit issued to support the fifth Business Day prior to the Termination Date and obligations (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 IIincluding pension or insurance obligations), from and after the Effective Datecontingent or otherwise, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower or for the account any of any Subsidiary its Subsidiaries, or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit shall be deemed to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement to comply with the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyrelated LOC Documents.

Issuance. Each The 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 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 date of this Agreement and prior to the Facility 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”)50,000,000, and (ii) the Aggregate Outstanding Credit Exposures Exposure 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 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 and (y) one (1) year after its issuance; provided provided, however, 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 expiry 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 letters 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 reference in this Agreement to the “issuance” 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 “issue” 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 other references to forms business of, with, or for the benefit of any Sanctioned Person, or in any country or territory that, at the time of such verb funding, is the subject of any Sanctions, except to the 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) in any manner that would result in a violation of any Sanctions by any party to this context) shall include the deemed issuance provided herebyAgreement.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay 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 increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately after each (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed $100,000,000 (or such Facility higher amount agreed upon in writing between the Borrower and such LC is issued or ModifiedIssuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit, (c) the 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 all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amountissuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, if anyin the case of any renewal or extension thereof, by one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each The LC Issuer Issuers hereby agreesagree, on the terms and conditions set forth in this Agreement, to issue commercial and standby letters Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower Credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Termination Maturity Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) 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 Facility LC Sublimit, (b) the aggregate amount of the outstanding LC Obligations in respect 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 any LC Issuer shall not exceed 1/6 the LC Issuer Commitment of such LC Issuer and (c) the Dollar Amount of the LC Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Maturity Date (unless at the time of 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 procedures set forth in Section 2.24.11) and (y) one year after its issuanceissuance or Modification; provided that any Facility LC with a one-year term tenor may provide for the renewal thereof for additional one-one year periods (which shall in no event extend beyond the date referenced referred to in clause (x) above). Subject 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 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 (other than i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the notice required pursuant to Section 2.16(c) belowtime of such funding, which shall be deemed satisfied by is the attached Schedule II), from and after the Effective Date, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower or for the account subject of any Subsidiary Sanctions or (ii) in any manner that would result in a violation of the Borrower shall be deemed to be Facility LCs issued pursuant any Sanctions by any party to this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay 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 increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed $250,000,000 (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the stated amount of all Facility LCs that have scheduled expiry dates after each the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Facility LC is issued or Modified, Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (c) no LC Obligations plus 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 aggregate amountissuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, if anyin the case of any renewal or extension thereof, by one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for the account of the Borrower and for the benefit of the Borrower or denominated in any Subsidiary of the Borrower Agreed Currency (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by it (“Modify”, ,” and each such action a “Modification”), from time to time from and (including on the date of this Agreement and Effective Date) prior to the Facility Termination Date Date, upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) 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”)600,000,000, (iib) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Aggregate Commitment and (iiic) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all the outstanding Facility LCs issued by such LC Obligations of any LC Issuer shall not exceed 1/6 of the its LC 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; provided that any Facility LC with a one-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 term may provide for unless (A) prior to the renewal date specified in such Facility LC the beneficiary thereof for additional one-year periods receives notice from the LC Issuer (which or the beneficiary and the LC Issuer receive notice from the Agent) that such Facility LC shall in no event not be renewed or (B) the new expiry day of such Facility LC would extend beyond the date referenced in clause (x) above). Subject fifth Business Day prior 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 Facility Termination Date, each of the letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue commercial and standby letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility Termination Date upon the request of the a Borrower; provided that (A) 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”)75,000,000, (ii) the Aggregate Dollar Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments and Aggregate Dollar Commitment, (iii) unless such LC Issuer the Aggregate Outstanding Credit Exposure shall otherwise consent thereto, not exceed the Aggregate Commitment and (iv) the aggregate stated amount of all the outstanding LC Obligations associated with the Facility LCs issued by such a LC Issuer shall not exceed 1/6 such LC Issuer’s Facility LC Fronting Sublimit without the consent of such LC Issuer 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. The Borrowers may, at any time and from time to time, reduce or increase the Facility LC CommitmentFronting Sublimit of any LC Issuer with the consent of the applicable LC Issuer; provided that the Borrowers shall not reduce or increase the Facility LC Fronting Sublimit of any LC Issuer if, after giving effect to such reduction or increase, the conditions set forth in clauses (A)(i) through (A)(iv) above shall not be satisfied. No Facility LC shall have an expiry date later than the earlier of (x) the fifth seventh Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any no Facility LC may expire after the Facility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with a one-year term may provide Section 2.28 if, after giving effect to such issuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) 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 period following such Facility Termination Date would be less 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 available amount of the letters of credit identified in Schedule II hereto (the “Facility LCs expiring after such Facility Termination Date. The Existing Letters of Credit”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower Facility LCs shall be deemed to be Facility LCs issued pursuant and outstanding under this Agreement. The LC Issuer shall not be under any obligation to issue any Facility LC if: (a) 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 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 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 such 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 Restatement Date, or shall impose the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (b) The issuance of the Facility LC would violate any Laws or one or more policies of the LC Issuer applicable to letters of credit issued to borrowers generally. Notwithstanding anything herein to the contrary, the LC Issuer shall have no 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 Sanctioned Country, except, in each case, to the extent such use is licensed by OFAC and otherwise authorized under applicable law or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue to any Loan Party standby letters and commercial Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower Credit (each, a “Facility "FACILITY LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, "MODIFY," and each such action a “Modification”"MODIFICATION"), from time to time from and including the date Closing Date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower, on behalf of itself or the applicable Loan Party; provided that immediately after each such that, the maximum face amount of the Facility LC is 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 amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated undrawn amount of all outstanding Facility LCs may by their terms or at such time plus, without duplication, (2) the terms of any aggregate unpaid Reimbursement Obligations with respect to all Facility LC Applications be automatically increased shall not exceed $500,000,000 (the “LC Commitment”), LCs outstanding at such time and (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 CommitmentAvailability. No Facility LC (or any renewal thereof) 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; provided that any each Facility LC with a one-year term tenor may provide for the renewal thereof for additional one-year periods periods. 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 (which "CLOSING DATE LCS") shall in constitute Facility LCs for all purposes hereunder. In no event extend beyond shall the date referenced in clause (x) above). Subject Closing Date LCs be subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) belowModification and, which upon expiration thereof, such Closing Date LCs shall be deemed satisfied replaced (if necessary) by new Facility LCs hereunder. Until the attached Schedule II), from and after the Effective Date, each expiration of the letters 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 Closing Date LCs, KeyBank shall be deemed to be Facility LCs issued pursuant to a LC Issuer for purposes of this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay letters of credit for in a form reasonably acceptable to the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “Facility LC”) applicable LC Issuer and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount of such LC Issuer’s LC Pro Rata Share of the LC Sublimit (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after each the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Facility LC is issued or Modified, Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amountissuance 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 anyapplicable, by corporate) purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (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 stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue (or continue) standby letters and commercial Letters of credit for Credit denominated in Dollars (including without limitation any and all Existing Facility LCs issued under the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (Existing Credit Agreement, 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 Restatement Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar 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”), 40,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposures Exposure shall not exceed the aggregate of all Aggregate Revolving Commitment; and provided further that 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 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 the LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to the 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 the LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes 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 Restatement Date, or imposes upon the LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that the 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 the LC CommitmentIssuer 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 the LC Issuer have been entered into to eliminate the 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 LC Issuer in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all LC Obligations. 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; provided provided, however, that any the expiry date of a Facility LC with a one-may be up to one year term may provide for later than the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject 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 and conditions hereof (other than satisfactory to the notice required pursuant LC Issuer in an amount equal to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each 105% of the letters of credit identified LC Obligations with respect to such Facility LC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Facility LCs” (as defined in Schedule II hereto (the “Existing Letters of Credit”Credit Agreement) issued under the Existing Credit Agreement and issued for outstanding on the account of the Borrower or for the account of any Subsidiary of the Borrower Restatement Date shall be deemed to be Facility LCs issued pursuant under, and subject to the terms and conditions of this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit for and, to the account extent agreed to by any applicable LC Issuer, direct-pay letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower credit, denominated in U.S. 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 date of this Agreement Closing Date and prior to the Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of Aggregate Outstanding Credit Exposure exceed 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 Available Commitment”), (ii) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposures shall not amount of the LC Obligations exceed the aggregate of all the Commitments and Facility LC Sublimit, (iii) unless immediately after each such Facility LC Issuer shall otherwise consent theretois issued or Modified, the aggregate stated amount LC Obligations in respect of all outstanding Facility LCs issued by any LC Issuer exceed such LC Issuer shall not exceed 1/6 Issuer’s Facility LC Commitment, as such amount may be increased or decreased from time to time with the written consent of the Company, the Agent and each LC Commitment. No Issuer (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 consent of the Company and such LC Issuer) and (iv) a Facility LC shall (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (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 expiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date and or (yz) provide for time drafts. The 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 year after or more LC Issuers (each LC Issuer so agreeing to an increase in its issuanceFacility LC Commitment, an “Increasing LC Issuer”), or by one or more other Banks that wish to become an LC Issuer (each such Bank, an “Additional LC Issuer”); provided that any Facility each Increasing LC with a one-year term may provide for the renewal thereof for additional one-year periods (which Issuer and each Additional LC Issuer shall in no event extend beyond the date referenced in clause (x) above). Subject be 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 approval of the letters of credit identified Company and the Agent. Nothing contained in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower this Section 3.1 shall constitute or for the account of any Subsidiary of the Borrower shall otherwise be deemed to be Facility LCs issued pursuant a commitment on the part of any LC Issuer to this Agreement, and any reference in this Agreement to the “issuance” of a increase its Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyCommitment.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit for and, to the account extent agreed to by any applicable LC Issuer, direct-pay letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower credit, denominated in U.S. 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 date of this Agreement Closing Date and prior to the Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of Aggregate Outstanding Credit Exposure exceed 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 Available Commitment”), (ii) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposures shall not amount of the LC Obligations exceed the aggregate of all the Commitments and Facility LC Sublimit, (iii) unless immediately after each such Facility LC Issuer shall otherwise consent theretois issued or Modified, the aggregate stated amount LC Obligations in respect of all outstanding Facility LCs issued by any LC Issuer exceed such LC Issuer shall not exceed 1/6 of the LC Commitment. No Issuer’s Facility LC shall Commitment and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (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 expiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date and or (yz) provide for time drafts. The 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 year after or more LC Issuers (each LC Issuer so agreeing to an increase in its issuanceFacility 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 commitment on the part of any LC Issuer to increase its Facility LC with a one-year term may provide for Commitment. Notwithstanding 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) belowforegoing, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the letters of credit identified in on Schedule II hereto 3.1 (the “Existing Letters of CreditLCs”) 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 LCs” issued pursuant to this Agreement, and any reference in this Agreement to on the “issuance” Closing Date for all purposes of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyCredit Documents.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for the account (each such letter of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (eachcredit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Revolving Credit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ix) the LC Obligations shall not exceed the LC Commitment, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) 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 Issuer at any time 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's LC Issuer shall Sublimit, unless otherwise consent thereto, the aggregate stated amount of all outstanding Facility LCs issued expressly agreed by such LC Issuer shall not exceed 1/6 of the LC CommitmentIssuer. 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 tenor may provide for the renewal thereof for additional one-year periods 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 in no event 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 referenced referred to 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters and commercial Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement Amendment No. 5 Effective Date and prior to the Five-Year Revolving Loan 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”)100,000,000, (ii) the Aggregate Outstanding Credit aggregate amount of the Five-Year Revolving Exposures shall not exceed the aggregate of all the Commitments Five-Year Revolving 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 Aggregate Outstanding Credit Exposure shall not exceed 1/6 of the LC 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 Five-Year Revolving Loan Termination Date and (y) one (1) year after its issuance; provided provided, however, 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 expiry 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 letters 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 reference in this Agreement to the “issuance” 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 “issue” 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 other references to forms business of or with any Sanctioned Person, or in any country or territory that, at the time of such verb funding, is the subject of any comprehensive Sanctions, in each case where such activity or business is in violation of applicable Sanctions, or (ii) in any manner that would result in a violation of applicable Sanctions by any party to this context) shall include the deemed issuance provided herebyAgreement.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars for the account of the Borrower and for (or the benefit joint account of the Borrower and one or any Subsidiary 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 date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum 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 then available for drawing under Facility LCs issued by such LC Issuer shall not exceed 1/6 its LC Issuer’s LC Limit, (ii) the aggregate amount of the outstanding LC CommitmentObligations 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 most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.17(l). An LC Issuer shall not be under any obligation to issue any Facility LC with a one-year term may provide for if the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject issuance of such Facility LC would violate one or more policies of such LC Issuer applicable 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. (i) Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower denominated solely in dollars (each, including the Existing Facility LCs, a “Facility LC”) and ), to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ,” and each such action action, a “Modification”)) and to honor drawings under Facility LCs, from time to time from and including during the date of this Agreement and prior to the Termination Date Availability Period upon the request of the Borrower; , provided that immediately after each such Facility LC is issued or ModifiedModified or drawn upon, (ix) 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”)100,000,000, (iiy) the Aggregate Outstanding 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 all the Commitments and (iiiCommitments. 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) unless such LC Issuer shall otherwise consent theretoor 2.22(m), the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed 1/6 of the LC Commitment. No no Facility LC shall have an expiry date later than the earlier of 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 and (y) one year after its issuanceDate; provided provided, that any Facility LC with a one-year term may (1) provide for the renewal thereof for additional one-year periods of up to twelve (12) months (which shall in no event shall extend beyond the date referenced referred to in clause the preceding sentence) and (x2) above)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. Subject 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 (other than the notice required pursuant to Section 2.16(c“Existing Facility LCs”) below, which shall be deemed satisfied by to have been issued pursuant hereto as of the attached Schedule II)Availability Date, and from and after the Effective DateAvailability Date shall be subject to and governed by the terms and conditions hereof. (ii) If the Borrower so requests in any applicable Facility LC Application, each of the letters of credit identified LC Issuer may, 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 its sole discretion, agree to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement to the “issuance” of issue a Facility LC that has automatic extension provisions (or each, an “issue” or other references Auto-Extension Facility LC”); provided that any such Auto-Extension Facility LC must permit such LC Issuer to forms prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such verb in this contextFacility LC) shall include by giving prior notice to the deemed issuance provided hereby.beneficiary thereof not later than a day

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters Performance Letters of credit for the account Credit and Financial Letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility 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 (50% of the “LC Commitment”), Aggregate Commitment at such time and (ii) the Aggregate Outstanding Credit Exposures Exposure 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 lesser of the LC CommitmentAggregate Commitment and the Borrowing Base Availability at such time. 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 and (y) one (1) year after its issuance; provided provided, however, 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 expiry 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 letters 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 reference in this Agreement to the “issuance” 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 100% of the LC Obligations with respect to such Facility LC. Additionally, if the Term Out Period commences as set forth in Section 2.25 below, Borrower shall promptly post cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 100% of the LC Obligations with respect to any Facility LC or LC Obligations that remain outstanding as of the date that the Term Out Period commences. Borrower may request of each LC Issuer that the LC Issuer issue “issueEvergreen” letters of credit as the Facility LCs which automatically renew unless the LC Issuer provides notice to the Borrower that such LC Issuer is not renewing such Facility LC; and it shall be at the sole discretion of each LC Issuer as to whether or other references to forms not it will issue “Evergreen” letters of such verb in this context) shall include the deemed issuance provided herebycredit.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters (or continue) Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement Closing Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar 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”), 5,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposures Exposure shall not exceed the aggregate Aggregate Revolving 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 all the Commitments and (iii) unless any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer shall otherwise consent theretofrom issuing such Facility LC, the aggregate stated amount or any legal requirement of all outstanding Facility LCs issued by general application applicable to such LC Issuer shall or any request or directive (whether or not exceed 1/6 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 Closing Date, or imposes 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; (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 CommitmentIssuer 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 Percentage) of all LC Obligations. 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; 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The 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 Facility 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”), 20,000,000 and (ii) the Aggregate Outstanding Credit Exposures Exposure 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 Aggregate Commitments. Facility LCs issued by such LC Issuer shall not exceed 1/6 of may have an expiry date beyond the LC Commitment. No Facility Termination Date, provided that (a) no Facility LC shall have an expiry date later than the earlier of (x) date one year after the fifth Business Day prior to the Facility Termination Date and (yb) one year after its issuance; provided that the Borrower is unconditionally obligated, without 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 further notice, act or demand, to (x) above). Subject pay to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) belowAdministrative Agent an amount in immediately available funds, which funds shall be deemed satisfied held in the Facility LC Collateral Account, equal to 105% to the amount of LC Obligations outstanding on the Facility Termination Date or (y) provide a letter of credit in the amount of, and securing, such LC Obligations in form and substance, and issued by an issuer, acceptable to the attached Schedule II), from Required Lenders and after the Effective Date, each of the Administrative Agent. The letters of credit identified in on Schedule II hereto 2.20 (the each an “Existing Letters of CreditFacility LC”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall each be deemed to be a “Facility LCs LC” issued pursuant on the date of this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the contrary, the LC Issuer shall have no 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 violation of any Sanctions by any party to this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

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 0 (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 $0, 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

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 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 letters 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 reference in this Agreement to the “"issuance” " of a Facility LC (or “"issue” " or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The 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 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 date of this Agreement Effective Date and prior to the Facility Termination Date upon the 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 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”), 75,000,000 and (ii) the Aggregate Outstanding Credit Exposures Exposure 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 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; provided that any Facility LC with a one-year term period may provide for the renewal thereof for additional one-year periods (which shall but in no event shall the expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Notwithstanding the foregoing, a Facility LC shall be permitted to have an expiry date referenced 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). Subject , (a) deposited with the Administrative Agent cash collateral equal to the terms 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 conditions hereof (other than the notice required pursuant in form and substance satisfactory 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 letters LC Issuer and the Administrative Agent in its sole discretion. On the initial Borrowing Date each Existing Letter 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 Credit shall be deemed to be a Facility LCs LC issued pursuant to under and governed in all respects by the terms and conditions of this Agreement, and any reference each Lender shall participate in this Agreement each Existing Letter of Credit in an amount equal to its Pro Rata Share of the “issuance” of a Facility LC (or “issue” or other references to forms face amount of such verb in this context) shall include the deemed issuance provided herebyExisting Letter of Credit.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue commercial and standby letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility Termination Date upon the request of the a Borrower; provided that (A) 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”)150,000,000, (ii) the Aggregate Dollar Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Aggregate Dollar Commitment, and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer Aggregate Outstanding Credit Exposure shall not exceed 1/6 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 LC Commitmentapplicable 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 fifth seventh Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any no Facility LC may expire after the Facility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with a one-year term may provide Section 2.28 if, after giving effect to such issuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) 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 period following such Facility Termination Date would be less 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 available amount of the letters of credit identified in Schedule II hereto (the “Facility LCs expiring after such Facility Termination Date. The Existing Letters of Credit”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower Facility LCs shall be deemed to be Facility LCs issued pursuant to and outstanding under this Agreement; provided, however, that such Existing Facility LCs shall be replaced by Facility LCs issued by Bank of America, as the LC Issuer under this Agreement, upon the expiration and/or maturity thereof and shall not be otherwise extended, renewed or modified. The LC Issuer shall not be under any reference in this Agreement obligation to issue any Letter of Credit if: (a) Any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Letter of Credit or any Law applicable to the “issuance” LC Issuer or any request or directive (whether or not having the force of a Facility 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 Letter of Credit in particular or shall impose 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 “issue” shall impose the LC Issuer any unreimbursed loss, cost or other references expense which was not applicable on the Closing Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to forms it; or (b) The issuance of such verb in this context) shall include the deemed issuance provided herebyLetter 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. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial 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 action, a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Termination Date upon the request of the BorrowerBorrower or any Subsidiary Guarantor; 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 Aggregate Revolving Loan Commitment”), (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments and Borrowing Base, (iii) unless such LC Issuer the Aggregate Outstanding Credit Exposure shall otherwise consent thereto, not exceed the Aggregate Revolving Loan Commitment and (iv) the aggregate stated face amount of all outstanding Facility LCs issued and then outstanding by such any LC Issuer shall not exceed 1/6 such LC Issuer’s Applicable LC Sublimit. Any reference in this Section 2.19 to a 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 the any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility LC Commitmentrequested by any such Person 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 provided, however, 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 that do not extend beyond the date referenced in clause (x) above)hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the terms satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and conditions hereof (other than the notice required pursuant to Section 2.16(c) below4.2, which such letters of credit shall be deemed satisfied by the attached Schedule II)constitute, from on and after the Effective Closing Date, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) Facility LCs and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed subject to be Facility LCs issued pursuant to and benefit from this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters Performance Letters of credit for the account Credit and Financial Letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility 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 (50% of the “LC Commitment”), Aggregate Commitment at such time and (ii) the Aggregate Outstanding Credit Exposures Exposure 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 lesser of the LC CommitmentAggregate Commitment and the Borrowing Base Availability at such time. 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 and (y) one (1) year after its issuance; provided provided, however, 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 expiry 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 letters 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 reference in this Agreement to the “issuance” 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 thirtieth (30th) 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 100% of the LC Obligations with respect to such Facility LC. Additionally, if the Term Out Period commences as set forth in Section 2.25 below, Borrower shall promptly post cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 100% of the LC Obligations with respect to any Facility LC or LC Obligations that remain outstanding as of the date that the Term Out Period commences. Borrower may request of each LC Issuer that the LC Issuer issue “issueEvergreen” letters of credit as the Facility LCs which automatically renew unless the LC Issuer provides notice to the Borrower that such LC Issuer is not renewing such Facility LC; and it shall be at the sole discretion of each LC Issuer as to whether or other references to forms not it will issue “Evergreen” letters of such verb in this context) shall include the deemed issuance provided herebycredit.

Issuance. 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 LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters Financial Letters of credit for the account Credit and Performance Letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower Credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Effective Date and prior to the fifteenth Business Day prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate outstanding principal amount of the outstanding LC Obligations Loans plus the aggregate amount, if any, by which Dollar Amount of the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility Financial LC Applications be automatically increased Obligations shall not exceed $500,000,000 (the “Aggregate Revolving Credit and Financial LC Commitment”), Commitment and (ii) (1) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Aggregate Commitment during any Unrestricted Period and (iii2) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer Aggregate Outstanding Credit Exposure shall not exceed 1/6 the lesser of (A) the LC CommitmentAggregate Commitment and (B) the Borrowing Base at any time during any Restricted Period (subject to Section 2.2(c)). No Facility LC issued on or after the Effective Date 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; 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 fifth Business Day prior 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 IIFacility Termination Date), from and after the Effective Date, each of the letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial 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 action, a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Termination Date upon the request of the BorrowerBorrower or any Subsidiary Guarantor; 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 Aggregate Revolving Loan Commitment”), (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Borrowing Base and (iii) unless such the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. Any reference in this Section 2.19 to a request for a Facility LC Issuer by the Borrower shall otherwise consent thereto, the aggregate stated be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount of all outstanding 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 LC Issuer Person shall not exceed 1/6 of the LC Commitmentbe 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 provided, however, 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 that do not extend beyond the date referenced in clause (x) above)hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the terms satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and conditions hereof (other than the notice required pursuant to Section 2.16(c) below4.2, which such letters of credit shall be deemed satisfied by the attached Schedule II)constitute, from on and after the Effective Closing Date, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) Facility LCs and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed subject to be Facility LCs issued pursuant to and benefit from this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility Termination Date upon the 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 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”), 50,000,000 and (ii) the Aggregate Outstanding Credit Exposures Exposure 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 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. If the Borrower so requests in any applicable Facility LC Application, the LC Issuer may, in its sole and absolute discretion, agree to issue a Facility LC that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any Facility such Auto-Extension Letter of Credit must permit the LC Issuer to prevent any such extension at least once in each twelve-month period (commencing 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 (xof issuance of such Facility LC) above). Subject by giving prior notice to the terms and conditions hereof (other beneficiary thereof not later 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 letters of credit identified in Schedule II hereto a day (the “Existing Letters of CreditNon-Extension Notice Date”) and issued for in each such twelve-month period to be agreed upon at the account of time such Facility LC is issued. Unless otherwise directed by the LC Issuer, the Borrower or 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 account of any Subsidiary of the Borrower 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 LCs issued pursuant 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 Administrative Agent that the Required Lenders have elected not to this Agreementpermit 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 reference in this Agreement 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 “issuance” of a Facility LC (Issuer with the Borrower or “issue” or other references such Lender to forms of eliminate the LC Issuer’s risk with respect to such verb in this context) shall include the deemed issuance provided herebyLender.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters and commercial Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower Credit in 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 date of this Agreement Closing Date and prior to the Revolving Loan Termination Date upon the request of the BorrowerCompany; provided that immediately after each such Facility LC is issued or ModifiedModified and subject to Section 2.7(b)(ii) and 2.7(d), (i) the aggregate amount Dollar 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”)60,000,000, (ii) the Aggregate Outstanding Revolving Credit Exposures Exposure shall not exceed the aggregate of all the Commitments and Aggregate Revolving Loan Commitment, (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount outstanding principal Dollar Amount of all Eurocurrency Advances and LC Obligations in Foreign Currencies shall not exceed the Maximum Foreign Currency Amount and (iv) the aggregate Dollar Amount of the outstanding Facility LCs issued by such LC Obligations of any individual LC Issuer shall not exceed 1/6 of the such LC CommitmentIssuer’s Applicable LC Sublimit. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Revolving Loan Termination Date and (y) one year after its issuance; provided that issuance (or, in the case of any renewal or extension thereof, one year after such renewal or extension). Notwithstanding anything herein to the contrary, no LC Issuer shall have any obligation hereunder to issue, and shall 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 a one-year term may provide for any Sanctioned Person, or in any country or territory that, at the renewal thereof for additional one-year periods (which shall in no event extend beyond time of such funding, is 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 letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower or for the account subject of any Subsidiary Sanctions or (ii) in any manner that would result in a violation of the Borrower shall be deemed to be Facility LCs issued pursuant any Sanctions by any party to this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The 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 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 date of this Agreement Effective Date and prior to the Facility Termination Date upon the 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 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”), 50,000,000 and (ii) the Aggregate Outstanding Credit Exposures Exposure 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 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; provided that any Facility LC with a one-year term period may provide for the renewal thereof for additional one-year periods (which shall but in no event shall the expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Notwithstanding the foregoing, a Facility LC shall be permitted to have an expiry date referenced 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). Subject , (a) deposited with the Administrative Agent cash collateral equal to the terms 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 conditions hereof (other than the notice required pursuant in form and substance satisfactory 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 letters LC Issuer and the Administrative Agent in its sole discretion. On the initial Borrowing Date each Existing Letter 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 Credit shall be deemed to be a Facility LCs LC issued pursuant to under and governed in all respects by the terms and conditions of this Agreement, and any reference each Lender shall participate in this Agreement each Existing Letter of Credit in an amount equal to its Pro Rata Share of the “issuance” of a Facility LC (or “issue” or other references to forms face amount of such verb in this context) shall include the deemed issuance provided herebyExisting Letter of Credit.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters (or continue) Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement Restatement Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar 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”), 5,000,000 and (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate 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 all the Commitments and (iii) unless any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer shall otherwise consent theretofrom issuing such Facility LC, the aggregate stated amount or any legal requirement of all outstanding Facility LCs issued by general application applicable to such LC Issuer shall or any request or directive (whether or not exceed 1/6 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 CommitmentIssuer 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 Percentage) of all LC Obligations. 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; 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Section 2.01), upon the request of the Borrower, 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 increase or otherwise modify each Facility LC LCs (“Modify”, ,” and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount agreed upon in writing between the Borrower and such LC Issuer; (b) the aggregate amount of all LC Obligations shall not exceed the Aggregate Commitment Amount; (c) the stated amount of all Facility LCs that have scheduled expiry dates after each the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Facility LC is issued or Modified, Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amount, if any, by which the stated amount issuance of all outstanding letters of credit generally or of such Facility LC in particular. Facility LCs may by their terms or the terms of be issued for 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 Commitmentproper corporate purposes. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day seven days prior to the last scheduled Termination Date. By their execution of this Agreement, the parties hereto agree that on the Effective Date and (y) one year after its issuance; provided that without 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 further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth out in this Agreement, to issue standby letters Financial Letters of credit for Credit, Performance Letters of Credit, Documentary Letters of Credit and Bank Guaranties (collectively with the account Existing Letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (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 date of this Agreement and prior to the Termination date that is 5 Business Days prior to its respective Commitment Maturity Date upon the request of the Borrowerany Borrower or any Restricted Subsidiary; provided that (a) each Facility LC shall be issued in an Agreed Currency, (b) immediately after each such Facility LC is issued or Modified, the LC Obligations may not exceed the LC Sublimit (i) in the aggregate amount or with respect to any LC Issuer), (c) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (d) if the expiry date of such Facility LC would occur after the outstanding LC Obligations plus the aggregate amountCommitment Maturity Date of any Lender, if any, by which the stated amount of all outstanding such Facility LCs may by their terms or LC, together with 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 undrawn stated amount of all outstanding other Facility LCs issued by with expiry dates occurring after such LC Issuer shall Commitment Maturity Date, may not exceed 1/6 the portion of the LC CommitmentAggregate Commitment not expiring on such Commitment Maturity Date. No Facility LC shall have an initial expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year five years after its issuance; provided that any . Any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (unless the applicable LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in no any event extend the expiry date of such Facility LC more than 12 months beyond the date referenced in clause (x) above)respective Commitment Maturity Date. Subject Any Bank Guaranty issued under this Agreement shall be subject to the terms and conditions hereof (other than additional requirements of Section 2.26.13 hereof. On 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 Closing Date, each of the letters of credit identified in Schedule II hereto (the “all Existing Letters of Credit”) and issued for Credit shall automatically, without any action on the account of the Borrower or for the account part of any Subsidiary of the Borrower shall Person, be deemed to be Facility LCs issued pursuant to this Agreementand outstanding hereunder, and any reference in this Agreement shall be subject to and governed by the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms and conditions hereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay 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 increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately after each (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed $100,000,000 (or such Facility higher amount agreed upon in writing between the Borrower and such LC is issued or ModifiedIssuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit, (c) the 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 all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amountissuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, if anyin the case of any renewal or extension thereof, by one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial 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 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 BorrowerBorrower or any Subsidiary Guarantor; 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 Aggregate Revolving Loan Commitment”), (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Borrowing Base and (iii) unless such the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. Any reference in this Section 2.19 to a request for a Facility LC Issuer by the Borrower shall otherwise consent thereto, the aggregate stated be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount of all outstanding 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 LC Issuer Person shall not exceed 1/6 of the LC Commitmentbe 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 provided, however, 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 that do not extend beyond the date referenced in clause (x) above)hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the terms satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and conditions hereof (other than the notice required pursuant to Section 2.16(c) below4.2, which such letters of credit shall be deemed satisfied by the attached Schedule II)constitute, from on and after the Effective Closing Date, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) Facility LCs and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed subject to be Facility LCs issued pursuant to and benefit from this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The 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 denominated in Dollars and for the benefit of the Borrower or any Subsidiary of the Borrower Foreign Currencies (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 Effective Date and prior to the Facility Termination Date upon the 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 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”)20,000,000, (ii) no Lender’s Outstanding Revolving Credit Exposure shall exceed its Commitment and (iii) the Aggregate Outstanding Revolving Credit Exposures Exposure 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 Aggregate Revolving 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; provided that any Facility LC with a one-year term period may provide for the renewal thereof for additional one-year periods (which shall but in no event shall the expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Notwithstanding the foregoing, a Facility LC shall be permitted to have an expiry date referenced 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). Subject , (a) deposited with the Administrative Agent cash collateral equal to the terms 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 conditions hereof (other than the notice required pursuant in form and substance satisfactory 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 letters LC Issuer and the Administrative Agent in its sole discretion. On the initial Borrowing Date each Existing Letter 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 Credit shall be deemed to be a Facility LCs LC issued pursuant to under and governed in all respects by the terms and conditions of this Agreement, and any reference each Lender shall participate in this Agreement 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 “issuance” contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Letter of a Facility LC (Credit the proceeds of accurately reflect the cost of making or “issue” maintaining Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or other references converted to forms Floating Rate Advances, subject to the payment of such verb in this context) shall include the deemed issuance provided herebyany funding indemnification amounts required by Section 3.3.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay 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 increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount of such LC Issuer’s LC Pro Rata Share of the LC Sublimit (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after each the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Facility LC is issued or Modified, Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amountissuance 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 anyapplicable, by corporate) purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (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 stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility 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”)25,000,000, and (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate 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 will be fully responsible for the reimbursement of all payments made by the Commitments and (iii) unless such LC Issuer shall otherwise consent theretoIssuers in respect of Facility LCs in accordance with the terms hereof, the aggregate stated amount payment of all outstanding 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 LCs issued by such LC Issuer shall not exceed 1/6 (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the LC Commitmentobligations 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 occur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided provided, however, 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 expiry 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 letters 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 reference in this Agreement to the “issuance” 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 Cash Collateralized such Facility LC on or “issue” or other references before the fifth Business Day prior to forms the Facility Termination Date in an amount equal to at least 103% of the LC Obligations with respect to such verb in this context) shall include the deemed issuance provided herebyFacility LC.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue (or continue) standby letters and commercial Letters of credit for Credit denominated in Dollars (including without limitation any and all Existing Facility LCs issued under the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (Existing Credit Agreement, 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 Restatement Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar 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”), 30,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposures Exposure shall not exceed the aggregate of all Aggregate Revolving Commitment; and provided further that 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 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 the LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to the 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 the LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes 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 Restatement Date, or imposes upon the LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that the 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 the LC CommitmentIssuer 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 the LC Issuer have been entered into to eliminate the LC Issuer’s risk with respect to the participation in Facility LCs of such Defaulting Lender or Lenders, which may include requiring the Borrowers to post cash collateral with the LC Issuer in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all LC Obligations. 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; provided provided, however, that any the expiry date of a Facility LC with a one-may be up to one year term may provide for later than the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject 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 and conditions hereof (other than satisfactory to the notice required pursuant LC Issuer in an amount equal to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each 105% of the letters of credit identified LC Obligations with respect to such Facility LC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Facility LCs” (as defined in Schedule II hereto (the “Existing Letters of Credit”Credit Agreement) issued under the Existing Credit Agreement and issued for outstanding on the account of the Borrower or for the account of any Subsidiary of the Borrower Restatement Date shall be deemed to be Facility LCs issued pursuant under, and subject to the terms and conditions of this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay (other than Barclays Bank PLC) letters of credit for in U.S. Dollars or a Foreign Currency in a form reasonably acceptable to the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “Facility LC”) applicable LC Issuer and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed such LC Issuer’s LC Commitment (or such higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after each the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Facility LC is issued or Modified, Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amountissuance 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 anyapplicable, by corporate) purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (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 stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. Each The LC Issuer Issuers hereby agreesagree, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower in Dollars (each, together with the letters of credit deemed issued by the LC Issuers hereunder pursuant to Section 2.21.1(ii), 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 Facility 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 Aggregate Commitment”), (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments and Aggregate Commitment, (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all outstanding Facility LCs shall not exceed $200,000,000 and (iv) the aggregate stated amount of all Facility LCs issued by such a single LC Issuer shall not exceed 1/6 of the such LC Issuer’s LC Commitment. 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 Facility LC with a one-year term tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced referred to in clause (x) above). Subject Notwithstanding anything herein to the contrary, such LC Issuer shall have no 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 violation of any Sanctions by any party to this Agreement. In addition, no LC Issuer shall at any time be obligated to issue any Facility LC hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms and conditions hereof purport to enjoin or restrain such LC Issuer from issuing such Facility LC, or any applicable law applicable to such LC Issuer or any request or directive (other than whether or not having the notice required pursuant to Section 2.16(cforce of law) belowfrom any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, which shall be deemed satisfied by or request that such LC Issuer refrain from, the attached Schedule II), from and after the Effective Date, each issuance of the letters of credit identified generally or such Facility LC in Schedule II hereto particular or shall impose upon such LC Issuer with respect to letters of credit generally or such Facility LC in particular any restriction or reserve or capital requirement (for which such LC Issuer is not otherwise compensated) not in effect on the “Existing Letters Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such LC Issuer as of Credit”the Closing Date and that such LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, (B) and issued for the account conditions set forth in Section 4.2 are not satisfied, (C) the issuance of such Facility LC would violate one or more policies of such LC Issuer applicable to letters of credit generally or (D) any Lender is at that time a Defaulting Lender, unless such LC Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such LC Issuer (in its sole discretion) with the Borrower or for such Lender to eliminate such LC Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(iv)) with respect to the account of any Subsidiary of Defaulting Lender arising from either the Borrower shall be deemed Facility LC then proposed to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement to the “issuance” of a or that Facility LC (and all other LC Obligations as to which such LC Issuer has actual or “issue” or other references to forms of such verb potential Fronting Exposure, as it may elect in this context) shall include the deemed issuance provided herebyits sole discretion.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue commercial and standby letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility Termination Date upon the request of the a Borrower; provided that (A) 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”)150,000,000, (ii) the Aggregate Dollar Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Aggregate Dollar Commitment, and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer Aggregate Outstanding Credit Exposure shall not exceed 1/6 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 LC Commitmentapplicable 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 fifth seventh Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any no Facility LC may expire after the Facility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with a one-year term may provide Section 2.28 if, after giving effect to such issuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) 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 period following such Facility Termination Date would be less 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 available amount of the letters of credit identified in Schedule II hereto (the “Facility LCs expiring after such Facility Termination Date. The Existing Letters of Credit”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower Facility LCs shall be deemed to be Facility LCs issued pursuant to and outstanding under this Agreement; provided, however, that such Existing Facility LCs shall be replaced by Facility LCs issued by JPMCB, as the LC Issuer under this Agreement, upon the expiration and/or maturity thereof and shall not be otherwise extended, renewed or modified. The LC Issuer shall not be under any reference in this Agreement obligation to issue any Letter of Credit if: (a) Any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Letter of Credit or any Law applicable to the “issuance” LC Issuer or any request or directive (whether or not having the force of a Facility 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 Letter of Credit in particular or shall impose 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 “issue” shall impose the LC Issuer any unreimbursed loss, cost or other references expense which was not applicable on the Closing Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to forms it; or (b) The issuance of such verb in this context) shall include the deemed issuance provided herebyLetter 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. Each The LC Issuer hereby agrees, on the terms and -------- conditions set forth in this Agreement, to issue standby and commercial 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 Facility 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”), 15,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposures Exposure 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 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 and (unless (z) below is applicable), (y) one year after its issuance; provided issuance and (z) one year after the Facility Termination Date, 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 (A) deposit cash in the amount of the resulting LC Obligations in an interest-bearing account maintained with a one-year term may provide the LC Issuer for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject application to the terms and conditions hereof (other than Borrower's reimbursement obligations under Section 2.21.6 as payments are made on each such Facility LC, with the notice required pursuant balance, if any, returned to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after Borrower upon the Effective Date, each expiration of the Facility LC with the latest expiry date, or (B) provide one or more irrevocable letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) form and substance, and issued for by a bank and satisfactory to the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed to be Facility LCs issued LC Issuer, pursuant to which the LC Issuer is entitled to recover the maximum amount at any time payable under each such Facility LC, plus all costs and fees then or thereafter payable with respect to such Facility LC under the terms of this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer Issuing Bank hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower denominated in Dollars (each, a “Facility LCLetter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Facility LC Letter of Credit (“Modify”, ,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior Closing Date to the fifth Business Day before the Facility Termination Date upon the request of the Borrower; provided that , for the benefit of Borrower or its Subsidiaries, only if immediately after each such Facility LC Letter of Credit is issued or Modified, each of the following is true: (i) the aggregate amount of the outstanding LC L/C 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 does not exceed $500,000,000 (the “LC Commitment”), 10,000,000; (ii) the aggregate amount outstanding Letters of Credit issued by each Issuing Bank does not exceed $10,000,000; (iii) the aggregate amount of the Revolving Exposures does not exceed the aggregate Commitments; and (iv) the Aggregate Outstanding Credit Exposures shall Exposure does 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 Aggregate Commitment. No Facility LC shall Letter of Credit may have an expiry date later than the earlier of (x) the fifth Business Day prior to before the Facility Termination Date and (y) one year after its issuance; provided that any the expiry date of a Letter of Credit may be up to one year later than the fifth Business Day before the Facility LC with a one-year term may provide for Termination Date if the renewal thereof for additional one-year periods (which shall Borrower has posted on or before the fifth Business Day before the Facility Termination Date Cash Collateral in no event extend beyond the date referenced in clause (x) above). Subject L/C Collateral Account on terms satisfactory to the terms 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 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 conditions hereof its Subsidiaries, and all the provisions of this Agreement (other than the notice required pursuant to Section 2.16(cincluding repayment obligations) below, which shall be deemed satisfied by the attached Schedule II), from binding and after the Effective Date, each of the letters of credit identified in Schedule II hereto (the “Existing shall apply to all such Letters of Credit”) and Credit whether issued for the account on behalf 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyits Subsidiaries.

Issuance. Each LC Issuer hereby Issuing Bank agrees, on the terms and conditions herein set forth in this Agreementforth, to issue standby letters Letters of credit Credit for the account of the each 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 on any Business Day during the period from and including the date of this Agreement and prior to Effective Date until five Business Days before the Termination Date upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, that: (i) at no time shall the Letter of Credit Liabilities exceed $250,000,000; (ii) at no time shall the aggregate outstanding amount of all Letters of Credit issued by (A) Citibank, N.A. be greater than $50,000,000 or such greater amount approved by Citibank, N.A. in its sole discretion, (B) DNB Bank ASA, New York Branch be greater than $50,000,000 or such greater amount approved by DNB Bank ASA, New York Branch in its sole discretion, (C) Deutsche Bank AG New York Branch be greater than $50,000,000 or such greater amount approved by Deutsche Bank AG New York Branch in its sole discretion, (D) HSBC Bank USA, NA be greater than $50,000,000 or such greater amount approved by HSBC Bank USA, NA in its sole discretion, or (E) ▇▇▇▇▇ Fargo Bank, National Association be greater than $50,000,000 or such greater amount approved by ▇▇▇▇▇ Fargo Bank, National Association in its sole discretion; (iii) at no time shall a Letter of Credit be issued if, after giving effect thereto, any Bank’s Ratable Portion of the Letter of Credit Liabilities plus the aggregate amount of the outstanding LC Obligations plus the aggregate amountAdvances owed to such Bank exceed such Bank’s Commitment; (iv) no Issuing Bank shall be under any obligation to issue any Letter of Credit if any Governmental Requirement shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, if anyor any law applicable to such Issuing Bank shall prohibit, 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 require that such LC Issuer shall otherwise consent theretoIssuing Bank refrain from, the aggregate stated amount issuance 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 letters of credit identified generally or such Letter of Credit in Schedule II hereto particular or the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; and (v) without the “Existing Letters of Credit”) and issued for the account consent of the Borrower or for the account applicable Issuing Bank, each Letter of any Subsidiary of the Borrower Credit shall be deemed to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement to the “issuance” of on a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebysight basis only.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars for the account of the Borrower and for (or the benefit joint account of the Borrower and one or any Subsidiary 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 date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum 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 then available for drawing under Facility LCs issued by such LC Issuer shall not exceed 1/6 its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC CommitmentObligations 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 most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance 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) above‎Section 2.19(l). 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue commercial and standby letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower 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 date of this Agreement and prior to the Facility Termination Date upon the request of the a Borrower; provided that (A) 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”)150,000,000, (ii) the Aggregate Dollar Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments and Aggregate Dollar Commitment, (iii) unless such LC Issuer the Aggregate Outstanding Credit Exposure shall otherwise consent thereto, not exceed the Aggregate Commitment and (iv) the aggregate stated amount of all the outstanding LC Obligations associated with the Facility LCs issued by such a LC Issuer shall not exceed 1/6 such LC Issuer’s Facility LC Fronting Sublimit without the consent of such LC Issuer 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. The Borrowers may, at any time and from time to time, reduce or increase the Facility LC CommitmentFronting Sublimit of any LC Issuer with the consent of the applicable LC Issuer; provided that the Borrowers shall not reduce or increase the Facility LC Fronting Sublimit of any LC Issuer if, after giving effect to such reduction or increase, the conditions set forth in clauses (A)(i) through (A)(iv) above shall not be satisfied. No Facility LC shall have an expiry date later than the earlier of (x) the fifth seventh Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any no Facility LC may expire after the Facility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with a one-year term may provide Section 2.28 if, after giving effect to such issuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) 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 period following such Facility Termination Date would be less 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 available amount of the letters of credit identified in Schedule II hereto (the “Facility LCs expiring after such Facility Termination Date. The Existing Letters of Credit”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower Facility LCs shall be deemed to be Facility LCs issued pursuant and outstanding under this Agreement. The LC Issuer shall not be under any obligation to issue any Facility LC if: (a) 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 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 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 such 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 Restatement Date, or shall impose the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (b) The issuance of the Facility LC would violate any Laws or one or more policies of the LC Issuer applicable to letters of credit issued to borrowers generally. Notwithstanding anything herein to the contrary, the LC Issuer shall have no 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 Sanctioned Country, except, in each case, to the extent such use is licensed by OFAC and otherwise authorized under applicable law or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer Issuers hereby agreesagree, on the terms and conditions set forth in this Agreement, to issue commercial and standby letters Letters of credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower Credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Termination Maturity Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) 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 Facility LC Sublimit and (the “LC Commitment”), (iib) the Aggregate Outstanding Revolving Credit Exposures Exposure 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 Aggregate Revolving Loan Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Maturity Date (unless at the time of 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 procedures set forth in Section 2.24.11) and (y) one year after its issuanceissuance or Modification; provided that any Facility LC with a one-year term tenor may provide for the renewal thereof for additional one-one year periods (which shall in no event extend beyond the date referenced referred to in clause (x) above). Subject 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 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 (other than i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the notice required pursuant to Section 2.16(c) belowtime of such funding, which shall be deemed satisfied by is the attached Schedule II), from and after the Effective Date, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower or for the account subject of any Subsidiary Sanctions or (ii) in any manner that would result in a violation of the Borrower shall be deemed to be Facility LCs issued pursuant any Sanctions by any party to this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for the account of the Borrower and for the benefit of the Borrower or denominated in any Subsidiary of the Borrower Agreed Currency (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by it (“Modify”, ,” and each such action a “Modification”), from time to time from and (including on the date of this Agreement and Effective Date) prior to the Facility Termination Date Date, upon the request of the applicable Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) 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”)200,000,000, (iib) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Aggregate Commitment and (iiic) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all the outstanding Facility LCs issued by such LC Obligations of any LC Issuer shall not exceed 1/6 of the its LC 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; provided that any Facility LC with a one-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 term may provide for unless (A) prior to the renewal date specified in such Facility LC the beneficiary thereof for additional one-year periods receives notice from the LC Issuer (which or the beneficiary and the LC Issuer receive notice from the Agent) that such Facility LC shall in no event not be renewed or (B) the new expiry day of such Facility LC would extend beyond the date referenced in clause (x) above). Subject fifth Business Day prior 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 Facility Termination Date, each of the letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial 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 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 BorrowerBorrower or any Subsidiary Guarantor; 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 Aggregate Revolving Loan Commitment”), (ii) the Aggregate Outstanding Credit Exposures Exposure shall not exceed the aggregate of all the Commitments Borrowing Base and (iii) unless such the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment. Any reference in this Section 2.19 to a request for a Facility LC Issuer by the Borrower shall otherwise consent thereto, the aggregate stated be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount of all outstanding 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 LC Issuer Person shall not exceed 1/6 of the LC Commitmentbe 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 provided, however, 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 that do not extend beyond the date referenced in clause (x) above)hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the terms satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and conditions hereof (other than the notice required pursuant to Section 2.16(c) below4.2, which such letters of credit shall be deemed satisfied by the attached Schedule II)constitute, from on and after the Effective Closing Date, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) Facility LCs and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed subject to be Facility LCs issued pursuant to and benefit from this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth out in this Agreement, to issue standby letters Financial Letters of credit for Credit, Performance Letters of Credit and Documentary Letters of Credit (collectively with the account Existing Letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (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 date of this Agreement and prior to the Termination date that is five Business Days prior to its respective Commitment Maturity Date upon the request of the Borrowerany Borrower or any Restricted Subsidiary; provided that (i) each Facility LC shall be issued in an Agreed Currency, (ii) immediately after each such Facility LC is issued or Modified, the LC Obligations of any LC Issuer may not exceed its LC Commitment (iexcept to the extent of any excess caused by the Excess Existing LC Obligations attributable to an Overadvanced LC Issuer as provided in clause (b) below), (iii) immediately after each such Facility LC is issued or Modified, the aggregate amount of the outstanding LC Obligations plus may not exceed the aggregate amountLC Sublimit, (iv) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (v) if anythe expiry date of such Facility LC would occur after the Commitment Maturity Date of any Lender, by which the stated amount of such Facility LC, together with the undrawn stated amount of all outstanding other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may by their terms or not exceed the terms portion of the Aggregate Commitment not expiring on such Commitment Maturity Date. In addition, (A) no LC Issuer shall be obligated to issue any Facility LC Applications be automatically increased shall not exceed $500,000,000 if (the “1) such Facility LC Commitment”)has an initial expiry date later than three years after its issuance, (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, agrees to a later expiry date in its sole discretion or (2) such Facility LC contains any provisions for the aggregate automatic reinstatement of the maximum stated amount of all outstanding after any drawing thereunder and (B) no LC Issuer shall be under any obligation to increase or extend any Facility LCs issued by LC if (1) such LC Issuer shall not exceed 1/6 of would have no obligation at such time to issue the LC Commitment. No Facility LC shall have an expiry date later than in its modified form under the earlier of terms hereof or (x2) the fifth Business Day prior to the Termination Date and (y) one year after its issuance; provided that any beneficiary of such Facility LC with a one-year term does not accept the proposed modification thereto. Any Facility LC may provide for the renewal thereof for additional one-year periods (unless the LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in no any event extend the expiry date of such Facility LC more than 12 months beyond the date referenced in clause (x) above)respective Commitment Maturity Date. Subject to On 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 Closing Date, each of the letters of credit identified in Schedule II hereto (the “all Existing Letters of Credit”) and issued for Credit shall automatically, without any action on the account of the Borrower or for the account part of any Subsidiary of the Borrower shall Person, be deemed to be Facility LCs issued pursuant to this Agreementand outstanding hereunder, and any reference in this Agreement shall be subject to and governed by the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms and conditions hereof.

Issuance. Each The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit for the account (each such letter of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (eachcredit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Revolving Credit Termination Date upon the request of the Borrower; provided that providedthat 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 Exposure 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 Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) one year after 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 term tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced referred to in the preceding clause (x)). 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) as of the close of business on the seventeenth (17th) day prior to the last day upon which the LC Issuer’s notice of termination may be given to 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 referred to 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby and direct pay (other than Barclays Bank PLC) 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”) denominated in U.S. Dollars and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the BorrowerDate; provided that immediately after each (a) the aggregate amount of LC Obligations owed by the Borrower to any LC Issuer shall not exceed such Facility LC is issued Issuer’s LC Commitment (or Modifiedsuch higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit, (c) the 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 all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the outstanding Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Obligations plus 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 aggregate amountissuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, if anyin the case of any renewal or extension thereof, by one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the stated amount 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 expiry date then in effect) and (ii) the date that is five Business Days prior to the 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 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 with an expiry expiration date later than the earlier of (x) the fifth five Business Day Days prior to the last scheduled Termination Date and (y) one year after its issuance; provided that any Date. Any Facility LC with a one-year term 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 provide for be acceptable to the renewal thereof for additional one-year periods (which shall applicable LC Issuer in no event extend beyond its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date referenced 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 clause (x) above). Subject accordance with the terms thereof subject to the terms and applicable LC Issuer’s right not to so extend if the conditions hereof 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 (other than to the notice required pursuant to Section 2.16(cextent not applied as aforesaid) below, which shall be deemed returned to the Borrower within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by the attached Schedule IIany Person), from and after the Effective Date, each Existing Letter of the letters 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 Credit shall be deemed to be Facility LCs have been issued pursuant to this Agreement, and any reference in under this Agreement and the rights and obligations of the issuer and the account party thereunder shall be subject to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided herebyterms hereof.

Issuance. The parties hereto acknowledge that on and after the Original 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 LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement and the applicable Issuer LC Agreement, if any, to issue standby letters Financial Letters of credit for the account Credit and Performance Letters of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower Credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, ” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Original Effective Date and prior to the fifteenth Business Day prior to the 2012 Termination Date upon the request of the Borrower; provided that subject to the conditions that, immediately after each such Facility LC is issued or Modified and after giving effect to any reductions or increases in Commitments and Outstanding Credit Exposures scheduled to occur on the date on which each such Facility LC is issued or Modified, (i) the aggregate amount Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (ii) (x) at no time prior to the 2010 Termination Date may the sum of the outstanding LC Obligations plus the aggregate amount, if any, by which the undrawn stated amount of all outstanding Facility LCs may by their terms or that expire after the terms fifth Business Day prior to the 2010 Termination Date plus the aggregate amount of any Facility LC Applications be automatically increased shall not exceed $500,000,000 the 2011 Lenders’ and 2012 Lenders’ Pro Rata Shares of all Loans (the “LC Commitment”), (iiincluding Swing Line Loans) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate amount of the Commitments of all of the Commitments 2011 Lenders and 2012 Lenders and (iiiy) unless such LC Issuer shall otherwise consent thereto, at no time prior to the 2011 Termination Date may the sum of the aggregate undrawn stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed 1/6 that expire after the fifth Business Day prior to the 2011 Termination Date plus the aggregate amount of the LC Commitment2012 Lenders’ Pro Rata Shares of all Loans (including Swing Line Loans) exceed the aggregate amount of the Commitments of all of the 2012 Lenders. No Facility LC issued on or after the Original Effective Date shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the 2012 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 letters 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 reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.