Common use of Conditions Precedent to Each Letter of Credit Clause in Contracts

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; and (d) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August February 2, 2008, there shall have been no change that has had or would could be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; and (d) The Administrative Agent and the applicable Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the such Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the The Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for the issuance of) each any Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties Borrowers under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.3 hereof, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of the Letter of Credit, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized Signatory of the Borrowers and dated the date of the issuance of such Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and (d) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as Receipt by the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of satisfactory evidence that, after issuing such Letter of Credit which are set forth Credit, the Borrowers and the Lenders shall be in this Agreement shall have been fulfilled. Notwithstanding anything to full compliance with Regulations T, U and X of the contrary contained hereinBoard, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters including evidence that the sum of the aggregate principal amount of the outstanding Loans plus the Letter of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in Obligations will not exceed an amount equal to one hundred and five percent the sum of (105%a) 100% of the face amount current fair market value of such Letters all Collateral (other than Collateral constituting Margin Stock) plus (b) 50% of Creditthe current market value of all Collateral constituting Margin Stock. Subject to the immediately preceding sentence, the The Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of issuance of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoingLetter of Credit and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)Default hereunder.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Credit Parties under this Agreement and the other Loan DocumentsDocuments (other than those that expressly relate to an earlier date), which, pursuant to Section 5.45.3, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2September 30, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect;; and (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; and (d) . The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Required Lenders may waive the condition set forth in Section 4.4(c4.3(c).

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of unless any materiality qualifier contained thereinsuch representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) The incumbency of the Authorized Signatories of each Borrower shall be as stated in the certificate of incumbency contained in the certificate of such Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Letter of Credit, no Overadvance shall exist; (d) Since August 2December 31, 2008, there shall have been has occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect; (ce) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; and (df) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers Each Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c4.3(c).

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to (i) issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, (ii) extend the expiry date thereof, or (iii) increase the amount thereof, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect subject to the issuance of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change additional conditions precedent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, Credit the following statements shall be true (and after each of the giving effect thereto, a Default; and (d) The Administrative Agent of the applicable Notice of Letter of Credit and the Issuing Bank shall have received all such other certificates, reports, statements, opinions acceptance by the applicable Borrower of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything constitute a representation and warranty by the Parent and EII, and, to the contrary contained hereinextent any such representation or warranty relates to EOIC, if Borrowers shall have failed to satisfy Global or any condition precedent of their Subsidiaries, EOIC or Global, as appropriate, that on the date of issuance of such Letter of Credit such statements are true): (a) The representations and warranties contained in Section 4.24.01 are correct in all material respects on and as of the date of issuance of such Letter of Credit (other than those representations and warranties that expressly relate solely to a specific earlier date, then Borrowers which shall nonetheless remain correct as of such earlier date), before and after giving effect to such issuance, as though made on and as of such date; (b) No event has occurred and is continuing, or would result from such Letter of Credit, which constitutes a Default, an Event of Default or both; and (c) There shall exist no request, directive, injunction, stay, order, litigation, or proceeding purporting to affect or call into question the legality, validity, or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated thereby. SECTION 3.04. Determinations Under Sections 3.01, 3.02 and 3.03. For purposes of determining compliance with the conditions specified in Sections 3.01, 3.02 and 3.03 with respect to any Advance or Letter of Credit, each Bank shall be entitled deemed to have Letters consented to, approved and accepted and to be satisfied with each document or other matter required under Section 3.01, 3.02 or 3.03 to be consented to or approved by or acceptable or satisfactory to the Banks or the Administrative Agent, unless both (i) an officer of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral responsible for the transactions contemplated by this Agreement (and, in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance case of a Letter of Credit hereunder shall be deemed to be the certification Credit, an officer of the Authorized Signatory thereof that all Issuing Bank issuing such Letter of Credit responsible for the conditions set forth transactions contemplated by this Agreement) shall have received written notice from such Bank prior to such Advance or issuance of such Letter of Credit specifying its objection thereto and (ii) in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditions, or any case of them, set forth above are not satisfiedan Advance, such conditions may be waived by Bank shall not have made available to the requisite Lenders under Section 11.12, and, in Administrative Agent any event the Majority Lenders may waive the condition set forth in Section 4.4(c).portion of such Advance. -38-

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for with a Foreign Issuer the issuance of) each Letter of Credit (including the initial Letter of Credit) ), to increase the stated amount of any existing Letter of Credit or to extend the expiration date of any existing Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of (or amendment to) such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized signatory of the Administrative Borrower and dated the date of the issuance of such Letter of Credit or such Request for Issuance of Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories of the Administrative Borrower shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Administrative Borrower delivered pursuant to Section 4.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) After giving effect to the issuance of (or amendment to) a Letter of Credit, the Available Letter of Credit Amount shall not have been exceeded; (d) There shall not exist on the date of issuance of (or amendment to) such Letter of Credit, and after giving effect thereto, a Default or an Event of Default, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized Signatory of the Administrative Borrower and dated the date of the issuance of (or amendment to) such Letter of Credit; and (de) The Administrative Agent and the applicable Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the such Issuing Bank may reasonably request and all other conditions to the issuance of (or amendment to) such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers The Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that there does not exist, on the date of issuance of (or amendment to) the Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder and that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).

Conditions Precedent to Each Letter of Credit. The obligation of the an Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is shall be subject to the fulfillment of each of the following additional conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documentsprecedent that, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, the following statements shall be true (and after each of the giving effect thereto, a Default; and (d) The Administrative Agent of the applicable Notice of Letter of Credit and the Issuing Bank shall have received all such other certificates, reports, statements, opinions acceptance by the Borrower of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which shall constitute a representation and warranty by the Borrower that on the date of issuance of such Letter of Credit such statements are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent true): (i) The representations and warranties contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long 4.01 are correct in all material respects on and as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount date of issuance of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder (other than those representations and warranties that are subject to a materiality qualifier, which shall be deemed correct in all respects, and other than those representations and warranties that expressly relate solely to a specific earlier date and that remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be the certification correct in all respects) as of such earlier date), before and after giving effect to such issuance, as though made on and as of such date, (ii) The representations and warranties contained in each other Credit Document are correct in all material respects on and as of the Authorized Signatory thereof date of such issuance (other than those representations and warranties that are subject to a materiality qualifier, which shall be correct in all respects, and other than those representations and warranties that expressly relate solely to a specific earlier date and that remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be correct in all respects) as of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoingsuch earlier date), if the conditionsbefore and after giving effect to such issuance, as though made on and as of such date, and (iii) No event has occurred and is continuing, or any would result from the issuance of themsuch Letter of Credit, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)which constitutes a Default or an Event of Default.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.4 hereof, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of the Letter of Credit, and the Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized signatory of the Borrower and dated the date of the issuance of such Letter of Credit; (b) Since August 2If the Authorized Signatory requesting such Letter of Credit has not previously provided same to the Agent, 2008, there an incumbency certificate for such Authorized Signatory shall have been no change that has had or would be reasonably expected submitted to have a Materially Adverse Effectthe Agent with the request for such Letter of Credit; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Agent pursuant to Section 6.5(a) hereof shall demonstrate that, after giving effect to the making of such Letter of Credit, no Borrowing Base Deficiency shall exist; (d) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and (de) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers The Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of issuance of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoingLetter of Credit and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)Default hereunder.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for with a Foreign Issuer the issuance of) each Letter of Credit (including the initial Letter of Credit) ), to increase the stated amount of any existing Letter of Credit or to extend the expiration date of any existing Letter of Credit hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of (or amendment to) such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized signatory of the Administrative Borrower and dated the date of the issuance of such Letter of Credit or such Request for Issuance of Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories of the Administrative Borrower shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Administrative Borrower delivered pursuant to Section 4.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of (or amendment to) such Letter of Credit, that the Borrowers shall have not less than $22,500,000 (or with respect to any date of determination in December 2003, January 2004, February 2004, December 2004, January 2005, February 2005, or February 2006, not less than $15,000,000) of Availability (with expenses and liabilities being paid in the ordinary course of business, without acceleration of sales and without deterioration in working capital); (d) There shall not exist on the date of issuance of (or amendment to) such Letter of Credit, and after giving effect thereto, a Default or an Event of Default, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized Signatory of the Administrative Borrower and dated the date of the issuance of (or amendment to) such Letter of Credit; and (de) The Administrative Agent and the applicable Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the such Issuing Bank may reasonably request and all other conditions to the issuance of (or amendment to) such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers The Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that there does not exist, on the date of issuance of (or amendment to) the Letter of Credit and after giving effect thereto, a Default or an Event of Default hereunder and that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event event, the Majority Lenders may waive the condition Availability requirement set forth in Section 4.4(c4.3(c).

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for the issuance of) each Letter of Credit (including excluding the initial automatic renewal of any previously issued Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.5, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories of the Borrower shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the issuance of such Letter of Credit, no Overadvance shall exist; (d) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and (de) The Administrative Agent and So long as any of the Issuing Bank Senior Notes (2004) or the Senior Notes (2006) remain outstanding, the Borrower shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as entered into the Administrative Agent or the Issuing Bank may reasonably request Refinancing Notes Escrow Agreement and all other conditions deposited into an account subject to the issuance of such Letter of Credit which are set forth in this Refinancing Notes Escrow Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent the lesser of (105%i) the Net Cash Proceeds received by the Borrower from the issuance of the face Senior Notes (2013) and the Refinancing Notes, if any, and (ii) the aggregate principal amount of such Letters of Creditthe Senior Notes (2004) and the Senior Notes (2006) then outstanding. Subject to the immediately preceding sentence, the Borrowers The Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the applicable Authorized Signatory thereof of the Borrower, on behalf of the Borrower, that there does not exist, on the date of the issuance of the Letter of Credit and after giving effect thereto, a Default or an Event of Default and that all of the other conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for the issuance of) each Letter of Credit (including the initial first Letter of CreditCredit issued on or after the Agreement Date) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties Borrowers under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.3 hereof, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of the Letter of Credit, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized Signatory of the Borrowers and dated the date of the issuance of such Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 6.6(a) hereof shall demonstrate that, after giving effect to the making of such Letter of Credit, no Borrowing Base Deficiency shall exist; (d) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and (d) . The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of issuance of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoingLetter of Credit and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)Default hereunder.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.2, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of unless any materiality qualifier contained thereinsuch representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and (dc) The Administrative Agent and Until the Issuing Bank shall have received all such other certificatesNecessary Authorizations are obtained with respect thereto, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfillednot cause the Aggregate Revolving Credit Obligations to exceed $130,000,000. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers Each Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).

Conditions Precedent to Each Letter of Credit. The obligation of the --------------------------------------------- Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.2 hereof, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of the Letter of Credit, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by the Authorized Signatory and dated the date of the issuance of such Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Signatory shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a)(i) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default, or an Event of Default hereunder; and (d) The Administrative Agent and the Issuing Bank shall have received a duly executed Request for Issuance of Letter of Credit from the Borrower; and (e) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, statements or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers The Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding request for issuance of the foregoingLetter of Credit and after giving effect thereto, if the conditionsa Default hereof, or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)Default hereunder.

Conditions Precedent to Each Letter of Credit. (a) The obligation of the each Issuing Bank to (i) issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, (ii) extend the expiry date thereof, or (iii) increase the amount thereof, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect subject to the issuance of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change additional conditions precedent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, Credit the following statements shall be true (and after each of the giving effect thereto, a Default; and (d) The Administrative Agent of the applicable Notice of Letter of Credit and the Issuing Bank shall have received all such other certificates, reports, statements, opinions acceptance by the applicable Borrower of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything constitute a representation and warranty by the Borrowers and, to the contrary contained hereinextent any such representation or warranty relates to Global or any of its Subsidiaries, if Borrowers shall have failed to satisfy any condition precedent Global, that on the date of issuance of such Letter of Credit such statements are true): (i) The representations and warranties contained in Section 4.24.01 are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, then Borrowers which shall nonetheless be entitled to have Letters true and correct in all respects) on and as of the date of issuance of such Letter of Credit issued hereunder so long (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date), before and after giving effect to such issuance, as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from such Letter of Credit, which constitutes a Default, an Event of Default or both; (iii) There shall exist no request, directive, injunction, stay, order, litigation, or proceeding purporting to affect or call into question the conditions legality, validity, or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated thereby; and (iv) The issuance, extension, or increase of such Letter of Credit would not result in this Section 4.4 have been satisfied and (i) margin stock (within the Administrative Agent has received cash collateral meaning of Regulation T, U or X of the Federal Reserve Board) comprising 25% or more of the assets (including all Equity Interests held in an amount equal to one hundred and five percent (105%treasury) of the face amount Parent and its Restricted Subsidiaries, taken as a whole, or (ii) any Borrower, any of such Letters their Subsidiaries, any Lender, or any Issuing Bank being in non-compliance with or in violation of Credit. Subject Regulation T, U or X of the Federal Reserve Board. (b) In addition to the immediately preceding sentenceother conditions precedent herein set forth, if any Bank becomes, and during the Borrowers hereby agree that the delivery of period it remains, a Defaulting Lender or a Potential Defaulting Lender, each Issuing Bank will not be required to issue any Request for Issuance of a Letter of Credit hereunder shall be deemed or to be amend any outstanding Letter of Credit to increase the certification face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless any exposure that would result therefrom is eliminated or fully covered by the Commitments of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditions, or Non-Defaulting Lenders (after giving effect to any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders reallocation under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c2.21(a)) or by Cash Collateralization or a combination thereof.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.4 hereof, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of the Letter of Credit, and the Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized signatory of the Borrower and dated the date of the issuance of such Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the 66 certificate of the Borrower delivered pursuant to Section 3.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Agent pursuant to Section 6.5(a) hereof shall demonstrate that, after giving effect to the making of such Letter of Credit, no Borrowing Base Deficiency shall exist; (d) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and (de) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers The Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of issuance of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoingLetter of Credit and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)Default hereunder.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.2, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of unless any materiality qualifier contained thereinsuch representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2September 30, 20082009, there shall have been has occurred no change that event which has had or would could reasonably be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and (d) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers Each Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c4.3(c).

Conditions Precedent to Each Letter of Credit. The obligation of the each Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit Credit, extend the expiry date thereof, or increase the amount thereof (including whether prior to, on or after the Pride Merger Effective Date), shall be subject to the satisfaction of (a) in the case of the initial Advance requested on or after the Effective Date, the conditions precedent set forth in Section 3.01 above, (b) in the case of the initial Letter of Credit) hereunder is subject to Credit requested on or after the fulfillment of each of Pride Merger Effective Date, the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations precedent set forth in Section 3.02 above and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist the additional conditions precedent that on the date of issuance of such Letter of Credit, Credit the following statements shall be true (and after each of the giving effect thereto, a Default; and (d) The Administrative Agent of the applicable Notice of Letter of Credit and the Issuing Bank shall have received all such other certificates, reports, statements, opinions acceptance by the applicable Borrower of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything constitute a representation and warranty by the Borrowers and, to the contrary contained hereinextent any such representation or warranty relates to Global or any of its Subsidiaries, if Borrowers shall have failed to satisfy any condition precedent Global, that on the date of issuance of such Letter of Credit such statements are true): (i) The representations and warranties contained in Section 4.24.01 are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, then Borrowers which shall nonetheless be entitled to have Letters true and correct in all respects) on and as of the date of issuance of such Letter of Credit issued hereunder so long (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date), before and after giving effect to such issuance, as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from such Letter of Credit, which constitutes a Default, an Event of Default or both; (iii) There shall exist no request, directive, injunction, stay, order, litigation, or proceeding purporting to affect or call into question the conditions legality, validity, or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated thereby; and (iv) The issuance, extension, or increase of such Letter of Credit would not result in this Section 4.4 have been satisfied and (i) margin stock (within the Administrative Agent has received cash collateral meaning of Regulation T, U or X of the Federal Reserve Board) comprising 25% or more of the assets (including all Equity Interests held in an amount equal to one hundred and five percent (105%treasury) of the face amount Parent and its Restricted Subsidiaries, taken as a whole, or (ii) any Borrower, any of such Letters of Credit. Subject to the immediately preceding sentencetheir Subsidiaries, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditionsBank, or any Issuing Bank being in non-compliance with or in violation of themRegulation T, set forth above are not satisfied, such conditions may be waived by U or X of the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)Federal Reserve Board.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2January 30, 20082016, there shall have been no change that has had or would could be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; and (d) The Administrative Agent and the applicable Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the such Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the The Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).

Conditions Precedent to Each Letter of Credit. (a) The obligation of the each Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, extend the expiry date thereof, or increase the amount thereof, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect subject to the issuance satisfaction of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change the conditions precedent set forth in Section 3.01 above and the additional conditions precedent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, the following statements shall be true (and after each of the giving effect thereto, a Default; and (d) The Administrative Agent of the applicable Notice of Letter of Credit and the Issuing Bank shall have received all such other certificates, reports, statements, opinions acceptance by the applicable Borrower of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit shall constitute a representation and warranty by the Borrowers that on the date of issuance of such Letter of Credit, such statements are true): (i) The representations and warranties contained in Article IV are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of issuance of such Letter of Credit (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects (other than those representations and warranties that are set forth subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date), before and after giving effect to such issuance, as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from such Letter of Credit, which constitutes a Default, an Event of Default or both; and (iii) There shall exist no request, directive, injunction, stay, order, litigation, or proceeding by or before any court or arbitrator or any governmental body, agency or official as to which there is a reasonable possibility of an adverse determination which adversely affects or calls into question (or, with respect to any injunction, stay or order issued by any court or arbitrator or any governmental body or agency, which actually adversely affects or calls into question) the legality, validity, or enforceability of this Agreement shall have been fulfilled. Notwithstanding anything or the Notes or the consummation of the transactions contemplated thereby. (b) In addition to the contrary contained hereinother conditions precedent herein set forth, if Borrowers shall have failed any Bank becomes, and during the period it remains, a Defaulting Lender, each Issuing Bank will not be required to satisfy issue any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters Letter of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal or to one hundred and five percent (105%) amend any outstanding Letter of Credit to increase the face amount of such Letters of Credit. Subject to thereof, alter the immediately preceding sentencedrawing terms thereunder or extend the expiry date thereof, unless any exposure that would result therefrom is eliminated or fully covered by the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification Commitments of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditions, or Non-Defaulting Lenders (after giving effect to any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders reallocation under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c2.21(a)) or by Cash Collateralization or a combination thereof.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.45.2, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of unless any materiality qualifier contained thereinsuch representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the issuance of such Letter of Credit;; and (b) Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and. (dc) The Administrative Agent and Until the Issuing Bank shall have received all such other certificatesNecessary Authorizations are obtained with respect thereto, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfillednot cause the Aggregate Revolving Credit Obligations to exceed $130,000,000. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers Each Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c).

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank Banks to issue (or arrange for the issuance of) each Letter of Credit (including the initial first Letter of CreditCredit issued on or after the Agreement Date) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties Borrowers under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.44.3 hereof, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of the Letter of Credit, and the Administrative Agent shall have received a certificate (which may be a Request for Issuance of Letter of Credit) to that effect signed by an Authorized Signatory of the Borrowers and dated the date of the issuance of such Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Signatories shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 6.6(a) hereof shall demonstrate that, after giving effect to the making of such Letter of Credit, no Borrowing Base Deficiency shall exist; (d) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default or an Event of Default; and. (de) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all there does not exist, on the date of issuance of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoingLetter of Credit and after giving effect thereto, if the conditions, a Default or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)Default hereunder.

Conditions Precedent to Each Letter of Credit. (a) The obligation of the each Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, extend the expiry date thereof, or increase the amount thereof, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect subject to the issuance satisfaction of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change the conditions precedent set forth in Section 3.01 above and the additional conditions precedent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, the following statements shall be true (and after each of the giving effect thereto, a Default; and (d) The Administrative Agent of the applicable Notice of Letter of Credit and the Issuing Bank shall have received all such other certificates, reports, statements, opinions acceptance by the applicable Borrower of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit shall constitute a representation and warranty by the Borrowers that on the date of issuance of such Letter of Credit, such statements are true): (i) The representations and warranties contained in Article IV are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of issuance of such Letter of Credit (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects (other than those representations and warranties that are set forth subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date), before and after giving effect to such issuance, as though made on and as of such date; (ii) No Material Adverse Effect has occurred since December 31, 2016; (iii) No event has occurred and is continuing, or would result from such Letter of Credit, which constitutes a Default, an Event of Default or both; and (iv) There shall exist no request, directive, injunction, stay, order, litigation, or proceeding by or before any court or arbitrator or any governmental body, agency or official as to which there is a reasonable possibility of an adverse determination which adversely affects or calls into question (or, with respect to any injunction, stay or order issued by any court or arbitrator or any governmental body or agency, which actually adversely affects or calls into question) the legality, validity, or enforceability of this Agreement shall have been fulfilled. Notwithstanding anything or the Notes or the consummation of the transactions contemplated thereby. (b) In addition to the contrary contained hereinother conditions precedent herein set forth, if Borrowers shall have failed any Bank becomes, and during the period it remains, a Defaulting Lender, each Issuing Bank will not be required to satisfy issue any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters Letter of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal or to one hundred and five percent (105%) amend any outstanding Letter of Credit to increase the face amount of such Letters of Credit. Subject to thereof, alter the immediately preceding sentencedrawing terms thereunder or extend the expiry date thereof, unless any exposure that would result therefrom is eliminated or fully covered by the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification Commitments of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditions, or Non-Defaulting Lenders (after giving effect to any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders reallocation under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c2.21(a)) or by Cash Collateralization or a combination thereof.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter 49 of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties Co-Borrowers under this Agreement and the other Loan DocumentsAgreement, which, pursuant to Section 5.45.26 hereof, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of the Letter of Credit, (x) as stated, as to representations and warranties which contain express materiality limitations or qualifications, and (y) in all material respects, as to all other representations and warranties, and the Agent shall have received a certificate (which may be a request for issuance of Letter of Credit) to that effect signed by the Authorized Representative and dated the date of the issuance of such Letter of Credit; (b) Since August 2, 2008, there The incumbency of the Authorized Representatives shall have been no change that has had be as stated in the certificate of incumbency contained in the certificate of the Co-Borrowers delivered pursuant to Section 4.1(a) or would be reasonably expected as subsequently modified and reflected in a certificate of incumbency delivered to have a Materially Adverse Effectthe Agent and the Banks; (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default, or an Event of Default hereunder; and (d) The Administrative Agent and the Issuing Bank shall have received a duly executed Request for Issuance of Letter of Credit from such Co-Borrower; and (e) The Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the The Co-Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory Representative thereof that all there does not exist, on the date of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding request for issuance of the foregoingLetter of Credit and after giving effect thereto, if the conditionsa Default hereof, or any an Event of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)Default hereunder.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of CreditCredit other than those that are by their terms true only as of a date certain other than the date of such Advance, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) The incumbency of the Authorized Signatories of each Borrower Party shall be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Letter of Credit, no Overadvance shall exist; (d) Since August 2December 31, 20082005, there shall have been no change that has had or would be reasonably expected to have a Materially Material Adverse Effect; (ce) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; (f) All trade payables of the Borrower are being paid currently in the ordinary course of the Borrower’s business; and (dg) The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers The Borrower hereby agree agrees that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c4.3(c).

Conditions Precedent to Each Letter of Credit. (a) The obligation of the an Issuing Bank to (x) issue (or arrange for the issuance of) each Letter of Credit Credit, (including y) extend the initial Letter of Creditexpiry date thereof, or (z) hereunder is increase the amount thereof, shall be subject to the fulfillment of each of additional conditions precedent that, on the following conditions immediately prior to or contemporaneously with the issuance date of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documentsissuance, whichextension or increase, pursuant to Section 5.4as applicable, are made at and as of the time of the issuance of such Letter of Credit, the following statements shall be true (and each of the giving of the applicable Notice of Letter of Credit or request for extension or increase, as applicable, and the acceptance by the applicable Borrower of the issuance, extension or increase, as applicable, of such Letter of Credit shall constitute a representation and warranty by the Borrowers that on the date of issuance, extension or increase, as applicable, of such Letter of Credit such statements are true): (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of such date (other than those representations and warranties that are subject to a materiality qualifier, which shall be correct in all respects, and other than those representations and warranties that expressly relate solely to a specific earlier date and that remain correct in all material respects (without duplication other than those representations and warranties that are subject to a materiality qualifier, which shall be correct in all respects) as of any materiality qualifier contained therein) at such timeearlier date), both before and after giving effect to the issuance such issuance, as though made on and as of such Letter of Credit;date, (bii) Since August 2The representations and warranties contained in each other Credit Document are correct in all material respects on and as of such date (other than those representations and warranties that are subject to a materiality qualifier, 2008which shall be correct in all respects, there and other than those representations and warranties that expressly relate solely to a specific earlier date and that remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall have been no change that be correct in all respects) as of such earlier date), before and after giving effect to such issuance, as though made on and as of such date, and (iii) No event has had occurred and is continuing, or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on result from the date of issuance issuance, extension or increase, as applicable, of such Letter of Credit, which constitutes a Default or an Event of Default. (b) In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender the Issuing Banks will not be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof or extend the expiry date thereof, unless any exposure that would result therefrom as a result of such Defaulting Lender is eliminated or fully covered by the Commitments of the Non-Defaulting Lenders (after giving effect thereto, a Default; and (dto any reallocation under Section 2.20(a)) The Administrative Agent and or by Cash Collateralization or by making other arrangements satisfactory to the applicable Issuing Bank shall have received all to protect it against the risk of nonpayment by such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditionsDefaulting Lender, or any combination of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.4(c)foregoing.

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Credit Parties under this Agreement and the other Loan DocumentsDocuments (other than those that expressly relate to an earlier date), which, pursuant to Section 5.45.3, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2December 31, 20082010, there shall have been no change that has had or would be reasonably expected to have a Materially Adverse Effect;; and (c) There shall not exist on the date of issuance of such Letter of Credit, and after giving effect thereto, a Default; and (d) . The Administrative Agent and the Issuing Bank shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent contained in Section 4.2, then Borrowers shall nonetheless be entitled to have Letters of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance of a Letter of Credit hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.4 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Required Lenders may waive the condition set forth in Section 4.4(c4.3(c).

Conditions Precedent to Each Letter of Credit. The obligation of the Issuing Bank to issue (or arrange for the issuance of) each Letter of Credit (including the initial Letter of Credit) hereunder is shall be subject to the fulfillment of each of the following additional conditions immediately prior to or contemporaneously with the issuance of such Letter of Credit: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as of the time of the issuance of such Letter of Credit, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the issuance of such Letter of Credit; (b) Since August 2, 2008, there shall have been no change precedent that has had or would be reasonably expected to have a Materially Adverse Effect; (c) There shall not exist on the date of issuance of such Letter of Credit, Credit the following statements shall be true (and after each of the giving effect thereto, a Default; and (d) The Administrative Agent of the applicable Notice of Letter of Credit and the Issuing Bank shall have received all such other certificates, reports, statements, opinions acceptance by the Borrower of counsel, or other documents as the Administrative Agent or the Issuing Bank may reasonably request and all other conditions to the issuance of such Letter of Credit which shall constitute a representation and warranty by the Borrower that on the date of issuance of such Letter of Credit such statements are set forth in this Agreement shall have been fulfilled. Notwithstanding anything to the contrary contained herein, if Borrowers shall have failed to satisfy any condition precedent true): (i) The representations and warranties contained in Section 4.24.01 are correct in all material respects on and as of the date of issuance of such Letter of Credit (other than those representations and warranties that expressly relate solely to a specific earlier date, then Borrowers which shall nonetheless remain correct as of such earlier date), before and after giving effect to such issuance, as though made on and as of such date, and (ii) No event has occurred and is continuing, or would result from such Letter of Credit, which constitutes a Default, an Event of Default or both, and (iii) There shall exist no request, directive, injunction, stay, order, litigation, or proceeding purporting to affect or call into question the legality, validity, or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated thereby. SECTION 3.04. Determinations Under Sections 3.01, 3.02 and 3.03. For purposes of determining compliance with the conditions specified in Sections 3.01, 3.02 and 3.03 with respect to any Advance or Letter of Credit, each Bank shall be entitled deemed to have Letters consented to, approved and accepted and to be satisfied with each document or other matter required under Section 3.01, 3.02 or 3.03 to be consented to or approved by or acceptable or satisfactory to the Banks or the Administrative Agent, unless both (i) an officer of Credit issued hereunder so long as the conditions in this Section 4.4 have been satisfied and the Administrative Agent has received cash collateral responsible for the transactions contemplated by this Agreement (and, in an amount equal to one hundred and five percent (105%) of the face amount of such Letters of Credit. Subject to the immediately preceding sentence, the Borrowers hereby agree that the delivery of any Request for Issuance case of a Letter of Credit hereunder shall be deemed to be the certification Credit, an officer of the Authorized Signatory thereof that all Issuing Bank issuing such Letter of Credit responsible for the conditions set forth transactions contemplated by this Agreement) shall have received written notice from such Bank prior to such Advance or issuance of such Letter of Credit specifying its objection thereto and (ii) in this Section 4.4 have been satisfied. Notwithstanding the foregoing, if the conditions, or any case of them, set forth above are not satisfiedan Advance, such conditions may be waived by Bank shall not have made available to the requisite Lenders under Section 11.12, and, in Administrative Agent any event the Majority Lenders may waive the condition set forth in Section 4.4(c)portion of such Advance.