Common use of LC Issuances Clause in Contracts

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing Amount, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the U.S. Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiaryan eligible LC Obligor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars an Approved Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Aggregate Foreign Currency Exposure with respect to Revolving Loans and Letters of Credit denominated in Approved Foreign Currencies would exceed the Approved Foreign Currency Sublimit or (v) the U.S. Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c)(ii) or (iii) hereof; and provided, (v) further, that the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that U.S. Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a any Restricted Subsidiary that is not a BorrowerU.S. Borrower Guarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five ten (510) Business Days prior to the latest Revolving Facility Termination Date (the “Date. Each Existing Letter of Credit Expiration Date”); provided that any shall be deemed to be a Letter of Credit may extend beyond the date referred to in clause (z) above issued under this Agreement and entitled to the extent such benefits of a Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuerissued hereunder. The Upon such Existing Letters of Credit will be deemed becoming Letters of Credit issued hereunder for on the Closing Date, the U.S. Borrower or the applicable Subsidiary shall be and shall be treated as the account party thereunder for all purposes hereunder and all provisions of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Dateapply correspondingly.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer Issuance at any time and from time to time to issue, for the account of the Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the sum of (A) the Aggregate Credit Revolving Facility Exposure and (B) the outstanding principal amount of Swing Loans, would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.05(c2.13(b) hereof, or (v) the applicable any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has been notified entered into arrangements satisfactory to such LC Issuer (in writing by its sole discretion) with the Administrative Agent that a Default Borrower or Event of Default exists (such Defaulting Lender to eliminate such LC Issuer’s actual or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, potential risk with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrowersuch Lender’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (yx) one year two years from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (zy) five (5) 5 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter that, at the sole discretion of the applicable LC Issuer, up to $30,000,000 in aggregate amount of Letters of Credit may extend beyond have an expiry date (including any renewal periods) occurring later than two years from the date referred of issuance thereof but prior to in clause (z) above 5 Business Days prior to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC IssuerRevolving Facility Maturity Date. The Existing Letters of Credit will listed on Schedule 2.05 shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Closing Date.

LC Issuances. During the applicable Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing Amount, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the applicable Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the applicable Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer Issuance at any time and from time to time to issue, for the account of the Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the sum of (A) the Aggregate Credit Revolving Facility Exposure Exposure, (B) the outstanding principal amount of Swing Loans, and (C) the outstanding principal amount of Competitive Bid Loans, would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.05(c2.13(b) hereof, or (v) the applicable any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless such LC Issuer has been notified entered into arrangements satisfactory to such LC Issuer (in writing by its sole discretion) with the Administrative Agent that a Default Borrower or Event of Default exists (such Defaulting Lender or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, Impacted Lender to eliminate such LC Issuer’s actual or potential risk with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrowersuch Lender’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) 30 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender would exceed such Xxxxxx’s Revolving Commitment, (iii) the Aggregate Revolving Facility Exposure plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s the Total Revolving Commitment, (iii) the Aggregate Credit Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing Amount, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to ‎Section 2.13(c)(ii) or Section 2.05(c2.13(c)(iii) hereof; and provided, (v) further, that the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerGuarantor hereof. Subject to Section ‎Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the scheduled Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer Issuance at any time and from time to time to issue, for the account of the Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the sum of (A) the Aggregate Credit Revolving Facility Exposure Exposure, (B) the outstanding principal amount of Swing Loans, and (C) the outstanding principal amount of Competitive Bid Loans, would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.05(c2.13(b) hereof, or (v) the applicable any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless such LC Issuer has been notified entered into arrangements satisfactory to such LC Issuer (in writing by its sole discretion) with the Administrative Agent that a Default Borrower or Event of Default exists (such Defaulting Lender or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, Impacted Lender to eliminate such LC Issuer’s actual or potential risk with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrowersuch Lender’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) 30 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will listed on Schedule 2.05 issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Closing Date.

LC Issuances. During the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars Dollars, Canadian Dollars, Euro or Sterling and in each case in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings (based on the Dollar Equivalent thereof) would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer Issuance at any time and from time to time to issue, for the account of the Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Revolver Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the sum of (A) the Aggregate Credit Revolving Facility Exposure and (B) the outstanding principal amount of Swing Loans, would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.05(c2.13(b) hereof, or (v) the applicable any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has been notified entered into arrangements satisfactory to such LC Issuer (in writing by its sole discretion) with the Administrative Agent that a Default Borrower or Event of Default exists (such Defaulting Lender to eliminate such LC Issuer’s actual or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, potential risk with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrowersuch Lender’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year two years from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) 5 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will listed on Schedule 2.05 shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Closing Date.

LC Issuances. During the Revolving Facility Availability Period, the U.S. Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiaryan eligible LC Obligor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars an Approved Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure would 92 -92- exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Aggregate Foreign Currency Exposure with respect to Revolving Loans and Letters of Credit denominated in Approved Foreign Currencies would exceed the Approved Foreign Currency Sublimit or (v) the U.S. Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c)(ii) or (iii) hereof; and provided, (v) further, that the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that U.S. Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a any Restricted Subsidiary that is not a BorrowerU.S. Borrower Guarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five ten (510) Business Days prior to the latest Revolving Facility Termination Date (the “Date. Each Existing Letter of Credit Expiration Date”); provided that any shall be deemed to be a Letter of Credit may extend beyond the date referred to in clause (z) above issued under this Agreement and entitled to the extent such benefits of a Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuerissued hereunder. The Upon such Existing Letters of Credit will be deemed becoming Letters of Credit issued hereunder for on the Closing Date, the U.S. Borrower or the applicable Subsidiary shall be and shall be treated as the account party thereunder for all purposes hereunder and all provisions of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Dateapply correspondingly.

LC Issuances. During the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit Credit, denominated and payable in U.S. Dollars and issued on a sight basis only, in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings (including each Existing Letter of Credit deemed issued on the Closing Date) would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c) hereof, hereof or (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerGuarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one (1) year (in the case of Standby Letters of Credit) or one hundred and eighty (180) days (in the case of Commercial Letters of Credit from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, an request either LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time to issue, Letters of Credit denominated and payable in U.S. Dollars and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the aggregate LC Outstandings would exceed the aggregate amount of the LC Commitment Amounts, (ii) the LC Outstandings of any LC Issuer would exceed such LC Issuer’s LC Commitment Amount, (iiiii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iiiiv) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment Commitment, or (y) the Maximum Borrowing Amount, (ivv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.12(b) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c2.03(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The All Existing Letters of Credit will shall be deemed to have been issued pursuant hereto and deemed Letters of Credit issued hereunder for under this Agreement, and from and after the account of the Borrower and will Closing Date shall be subject to and governed by the terms and conditions hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment Commitment, or (y) the Maximum Borrowing Amount, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c‎Section 2.13(c) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section ‎Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date. Notwithstanding the foregoing, no LC Issuer shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Letter of Credit, or any Law applicable to such LC Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that such LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such LC Issuer in good xxxxx xxxxx material to it.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, an request either LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time to issue, Letters of Credit denominated and payable in U.S. Dollars and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the aggregate LC Outstandings would exceed the aggregate amount of the LC Commitment Amounts, (ii) the LC Outstandings of any LC Issuer would exceed such LC Issuer’s LC Commitment Amount, (iiiii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iiiiv) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment Commitment, or (y) the Maximum Borrowing Amount, (ivv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c‎Section 2.12(b) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c‎Section 2.03(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Maturity Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The All Existing Letters of Credit will shall be deemed to have been issued pursuant hereto and deemed Letters of Credit issued hereunder for under this Agreement, and from and after the account of the Borrower and will Closing Date shall be subject to and governed by the terms and conditions hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer Issuance at any time and from time to time to issue, for the account of the Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the sum of (A) the Aggregate Credit Revolving Facility Exposure and (B) the outstanding principal amount of Swing Loans, would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.05(c2.13(b) hereof, or (v) the applicable any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has been notified entered into arrangements satisfactory to such LC Issuer (in writing by its sole discretion) with the Administrative Agent that a Default Borrower or Event of Default exists (such Defaulting Lender to eliminate such LC Issuer’s actual or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, potential risk with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrowersuch Lender’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) 30 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will listed on Schedule 2.05 issued under the Existing Credit Agreement shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Closing Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer Issuance at any time and from time to time to issue, for the account of the Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the sum of (A) the Aggregate Credit Revolving Facility Exposure and (B) the outstanding principal amount of Swing Loans, would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.05(c2.13(b) hereof, or (v) the applicable any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has been notified entered into arrangements satisfactory to such LC Issuer (in writing by its sole discretion) with the Administrative Agent that a Default Borrower or Event of Default exists (such Defaulting Lender to eliminate such LC Issuer’s actual or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, potential risk with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrowersuch Xxxxxx’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (yx) one year two years from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (zy) five (5) 5 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter that, at the sole discretion of the applicable LC Issuer, up to $30,000,000 in aggregate amount of Letters of Credit may extend beyond have an expiry date (including any renewal periods) occurring later than two years from the date referred of issuance thereof but prior to in clause (z) above 5 Business Days prior to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC IssuerRevolving Facility Maturity Date. The Existing Letters of Credit will listed on Schedule 2.05 shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Closing Date.

LC Issuances. During the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit Credit, denominated and payable in U.S. Dollars and issued on a sight basis only, in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings (including each Existing Letter of Credit deemed issued on the Closing Date) would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c) hereof, hereof or (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerGuarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one (1) year (in the case of Standby Letters of Credit) or one hundred and eighty (180) days (in the case of Commercial Letters of Credit) from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the Revolving Facility Termination Date applicable to each applicable Class of Revolving Commitments (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized in a manner consistent with Section 2.15(d) or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment Commitment, or (y) the Maximum Borrowing Amount, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date. Notwithstanding the foregoing, no LC Issuer shall not be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Letter of Credit, or any Law applicable to such LC Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that such LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such LC Issuer in good xxxxx xxxxx material to it. Each LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each LC Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by any such LC Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and any related documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included each LC Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the LC Issuers.

LC Issuances. During the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-co- applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c) below, each Table of Contents Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower Borrower, any Subsidiary Guarantor or any Restricted SubsidiaryCaptive Insurance Subsidiary (it being understood that any reimbursement obligations in respect of any Letter of Credit issued for the account of a Captive Insurance Subsidiary shall constitute an Investment by the Borrower in such Captive Insurance Subsidiary in an amount equal to the amount of such reimbursement obligation), and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars and in each case in such form as may be approved by such LC Issuer Issuer, the Administrative Agent and such the Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c) hereof, hereof or (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) 30 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or otherwise cash collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed (x) the Total Revolving Commitment Commitment, or (y) the Maximum Borrowing Amount, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c)(ii) or (iii) hereof; and provided, (v) further, that the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerSubsidiary Guarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) 10 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations shall be deemed to be a letter of credit issued under this Section 2.05 shall terminate on Agreement and entitled to the Revolving Facility Termination Datebenefits of a Letter of Credit issued hereunder.

LC Issuances. During the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit Credit, denominated and payable in U.S. Dollars and issued on a sight basis only, in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings (including each Existing Letter of Credit deemed issued on the Third Amendment Effective Date) would exceed the LC Commitment Amount, (ii) unless otherwise agreed to by the applicable LC Issuer, the Stated Amount of such Letter of Credit would exceed, when added together with all other Letters of Credit issued by such LC Issuer, the Letter of Credit Percentage for such LC Issuer multiplied by the LC Amount, (iii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iiiiv) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (ivv) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c) hereof, or (vvi) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerGuarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal or extension periods) occurring not later than the earlier of (y) one (1) year (in the case of Standby Letters of Credit) or one hundred and eighty (180) days (in the case of Commercial Letters of Credit) from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)thereof), or (z) five (5) Business Days prior to the Revolving Facility Termination Date applicable to each applicable Class of Revolving Commitments (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized in a manner consistent with Section 2.15(d) or back-stopped backstopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During Subject to Section 1.10, during the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars Dollars, Canadian Dollars, Euro, Swiss Francs, or Sterling and in each case in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings (based on the Dollar Equivalent thereof) would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.15(c) hereof, (v) the LC Oustandings in respect of Letters of Credit issued (or deemed issued) by any LC issuer would exceed such LC Issuer’s sublimit (as set forth in the definition of “LC Issuer”) or (vi) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The MS Existing Letters of Credit will shall be deemed to be Letters of Credit issued hereunder for all purposes of this Agreement and the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Dateother Loan Documents.

LC Issuances. During the Revolving Facility Availability Period, the U.S. Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiaryan eligible LC Obligor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars an Approved Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Aggregate Foreign Currency Exposure with respect to Revolving Loans and Letters of Credit denominated in Approved Foreign Currencies would exceed the Approved Foreign Currency Sublimit or (v) the U.S. Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c)(ii) or (iii) hereof; and provided, (v) further, that the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that U.S. Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a any Restricted Subsidiary that is not a BorrowerU.S. Borrower Guarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five ten (510) Business Days prior to the latest Revolving Facility Termination Date (the “Date. Each Existing Letter of Credit Expiration Date”); provided that any shall be deemed to be a Letter of Credit may extend beyond the date referred to in clause (z) above issued under this Agreement and entitled to the extent such benefits of a Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuerissued hereunder. The Upon such Existing Letters of Credit will be deemed becoming Letters of Credit issued hereunder for on the Closing Date, the U.S. Borrower or the applicable Subsidiary shall be and shall be treated as the account party thereunder for all purposes hereunder and all provisions of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.apply correspondingly. (b)

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment Commitment, or (y) the Maximum Borrowing Amount, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c)(ii)Section 2.13(c)(iii) or (iii) hereof; and provided, (v) further, that the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerSubsidiary Guarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) 10 Business Days prior to the latest Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Each Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations shall be deemed to be a letter of credit issued under this Section 2.05 shall terminate on Agreement and entitled to the Revolving Facility Termination Datebenefits of a Letter of Credit issued hereunder.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars and in each case in such form as may be approved by such LC Issuer Issuer, the Administrative Agent and such the Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed (x) the Total Revolving Commitment Commitment, or (y) the Maximum Borrowing Amount, (iv) the Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.12(b) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrower. Subject to Section 2.05(c2.04(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized and the LC Issuer shall agree to any such expiry date in writing. Upon the expiry, cancellation or back-stopped in a manner and in an amount reasonably satisfactory return of each Existing Letter of Credit (without giving effect to any extension or renewal thereof), such Existing Letter of Credit shall, to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower extent applicable and will be then required and subject to the terms and conditions hereof, regardless be replaced with a letter of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations credit issued under this Section 2.05 shall terminate on the Revolving Facility Termination DateAgreement.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the Borrower or any Restricted Subsidiary, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars and such other currencies as may be agreed by the applicable LC Issuer and in such form as may be approved by such LC Issuer and such the Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the Initial LC Commitment AmountCommitment, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans [reserved], or Cash Collateralize Letters of Credit pursuant to Section 2.05(c) hereof, (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided provided, further, that the Borrower shall be a co-co- applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a the Borrower. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the Administrative Agent and the relevant LC Issuer. The All Existing Letters of Credit will shall be deemed Letters of Credit to have been issued hereunder for pursuant hereto, and from and after the account of the Borrower and will Closing Date shall be subject to and governed by the terms and conditions hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the Aggregate Credit Revolving Facility Exposure plus the principal amount of Swing Loans outstanding would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.15(c) hereof, hereof or (v) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerGuarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (y) one year from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five thirty (530) Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer Issuance at any time and from time to time to issue, for the account of the Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit denominated and payable in U.S. Dollars or any Designated Foreign Currency and in each case in such form as may be approved by such LC Issuer and such Borrowerthe Revolver Administrative Agent; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings would exceed the LC Commitment Amount, (ii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iii) the sum of (A) the Aggregate Credit Revolving Facility Exposure and (B) the outstanding principal amount of Swing Loans, would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (iv) the Borrower would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.05(c2.13(b) hereof, or (v) the applicable any Revolving Lender is at such time a Defaulting Lender hereunder, unless such LC Issuer has been notified entered into arrangements satisfactory to such LC Issuer (in writing by its sole discretion) with the Administrative Agent that a Default Borrower or Event of Default exists (such Defaulting Lender to eliminate such LC Issuer’s actual or any other applicable condition under Section 4.02 cannot be satisfied); provided that Borrower shall be a co-applicant, and be jointly and severally liable, potential risk with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a Borrowersuch Lender’s LC Participation. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal periods) occurring not later than the earlier of (yx) one year two years from the date of issuance thereof (except as otherwise permitted under Section 2.05(c))thereof, or (zy) five (5) 5 Business Days prior to the Revolving Facility Termination Date (the “Letter of Credit Expiration Date”); provided that any Letter that, at the sole discretion of the applicable LC Issuer, up to $30,000,000 in aggregate amount of Letters of Credit may extend beyond have an expiry date (including any renewal periods) occurring later than two years from the date referred of issuance thereof but prior to in clause (z) above 5 Business Days prior to the extent such Letter of Credit is Cash Collateralized or back-stopped in a manner and in an amount reasonably satisfactory to the relevant LC IssuerRevolving Facility Maturity Date. The Existing Letters of Credit will listed on Schedule 2.05 shall automatically be deemed to constitute and continue as Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Closing Date.

LC Issuances. During the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit Credit, denominated and payable in U.S. Dollars and issued on a sight basis only, in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings (including each Existing Letter of Credit deemed issued on the ClosingThird Amendment Effective Date) would exceed the LC Commitment Amount, (ii) unless otherwise agreed to by the applicable LC Issuer, the Stated Amount of such Letter of Credit would exceed, when added together with all other Letters of Credit issued by such LC Issuer, the Letter of Credit Percentage for such LC Issuer multiplied by the LC Amount, (iii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such Lender’s Revolving Commitment, (iiiiiiiv) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (ivivv ) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c) hereof, hereof or (vvvi ) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerGuarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal or extension periods) occurring not later than the earlier of (y) one (1) year (in the case of Standby Letters of Credit) or one hundred and eighty (180) days (in the case of Commercial Letters of Credit) from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)), or (z) five (5) Business Days prior to the Revolving Facility Termination Date applicable to each applicable Class of Revolving Commitments (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized in a manner consistent with Section 2.15(d) or back-stopped stoppedbackstopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.

LC Issuances. During the Revolving Facility Availability Period, the any Borrower may request, for itself or on behalf of any Restricted Subsidiary, request an LC Issuer at any time and from time to time to issue, for the account of the any Borrower or any Restricted SubsidiarySubsidiary Guarantor, and subject to and upon the terms and conditions herein set forth, each LC Issuer agrees to issue from time to time Letters of Credit Credit, denominated and payable in U.S. Dollars and issued on a sight basis only, in such form as may be approved by such LC Issuer and such Borrower; provided, however, that notwithstanding the foregoing, no LC Issuance shall be made if, after giving effect thereto, (i) the LC Outstandings (including each Existing Letter of Credit deemed issued on the ThirdFifth Amendment Effective Date) would exceed the LC Commitment Amount, (ii) unless otherwise agreed to by the applicable LC Issuer, the Stated Amount of such Letter of Credit would exceed, when added together with all other Letters of Credit issued by such LC Issuer, the Letter of Credit Percentage for such LC Issuer multiplied by the LC Commitment Amount, (iii) the Revolving Facility Exposure of any Lender plus any Lender’s Applicable Percentage of the principal amount of Swing Loans outstanding would exceed such LenderLxxxxx’s Revolving Commitment, (iiiiv) the Aggregate Credit Revolving Facility Exposure would exceed (x) the Total Revolving Commitment or (y) the Maximum Borrowing AmountCommitment, (ivv) the any Borrower would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.05(c2.13(c) hereof, or (vvi) the applicable LC Issuer has been notified in writing by the Administrative Agent that a Default or Event of Default exists (or any other applicable condition under Section 4.02 cannot be satisfied); provided that a Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary that is not a BorrowerGuarantor. Subject to Section 2.05(c) below, each Letter of Credit shall have an expiry date (including any renewal or extension periods) occurring not later than the earlier of (y) one (1) year (in the case of Standby Letters of Credit) or one hundred and eighty (180) days (in the case of Commercial Letters of Credit) from the date of issuance thereof (except as otherwise permitted under Section 2.05(c)thereof), or (z) five (5) Business Days prior to the Revolving Facility Termination Date applicable to each applicable Class of Revolving Commitments (the “Letter of Credit Expiration Date”); provided that any Letter of Credit may extend beyond the date referred to in clause (z) above to the extent such Letter of Credit is Cash Collateralized in a manner consistent with Section 2.15(d) or back-stopped backstopped in a manner and in an amount reasonably satisfactory to the relevant LC Issuer. The Existing Letters of Credit will be deemed Letters of Credit issued hereunder for the account of the Borrower and will be subject to the terms hereof, regardless of whether or not the applicant under any Existing Letter of Credit is an LC Obligor; provided further that in any event the Revolving Lenders’ LC Participation Obligations under this Section 2.05 shall terminate on the Revolving Facility Termination Date.