Common use of Maximum Letter of Credit Outstandings; Final Maturities Clause in Contracts

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (ia) no Letter of Credit shall be issued (or required to be issued) if the Stated Amount of whichsuch Letter of Credit, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000the Maximum Letter of Credit Amount, (yb) no Letter of Credit shall be issued (or required to be issued) at any time when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Commitment at such time or (z) cause the Aggregate Exposure exceeds (or would after giving effect to exceed the Borrowing Base such issuance exceed) Availability at such time time, (based on the Borrowing Base Certificate last delivered), and (iic) each Letter of Credit shall be denominated in Dollars, (d) each standby Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (Ai) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (Bii) five Business Days prior to the Revolving Loan Final Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity DateDate unless, and (y) in the case of this clause (ii), cash collateralized on terms reasonably satisfactory to the Administrative Agent and the Issuing Lender and (e) each trade Letters Letter of Credit, Credit shall by its terms terminate on or before the earlier of (Ai) the date which occurs 180 days after the date of issuance thereof and (Bii) 30 days five Business Days prior to the Revolving Loan Final Maturity Date. (b) . Notwithstanding anything to the foregoingcontrary contained herein, (i) no Euro Denominated Letter if there are at any time multiple Final Maturity Dates then in effect, Letters of Credit shall will not be issued which extend beyond any applicable Final Maturity Date unless at the Stated Amount time of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective of each such Letter of Credit) would exceed , that portion of the Maximum Euro Denominated Total Revolving Loan Amount and (ii) no Sterling Denominated Letter Commitment which matures after the stated termination of all then outstanding Letters of Credit shall be issued which mature after each earlier Final Maturity Date equals or exceeds the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amountaggregate stated amounts thereof.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either the lesser of (x) $100,000,000, 25,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued in an Alternate Currency the Stated Amount of which which, when added to (x) the Euro Denominated Obligations Letter of Credit Outstandings in respect of Letters of Credit denominated in Alternate Currencies (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would at such time and (y) the aggregate principal amount of Revolving Loans denominated in Alternate Currencies and then outstanding, shall exceed the Maximum Euro Denominated Loan Amount Foreign Revolving Sublimit and (iiiii) no Sterling Denominated each Letter of Credit shall by its terms terminate on or before the earlier of (x) the date which occurs twelve (12) months after the date of the issuance thereof or such later date as may be acceptable to the Issuing Lender (although any such standby Letter of Credit may be extendible for successive periods of up to twelve (12) months or such later date as may be acceptable to the Issuing Lender, but, in each case, not beyond the third (3) Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (y) three (3) Business Days prior to the Revolving Loan Maturity Date. No Letter of Credit shall be issued in (A) Pounds Sterling, if the Stated Amount of which such Letter of Credit, when added to (I) the aggregate amount of all Revolving Loans denominated in Pounds Sterling Denominated Obligations and (II) the Letter of Credit Outstanding in respect of Letters of Credit issued in Pounds Sterling (exclusive of Unpaid Drawings which are repaid on the date of, and prior to to, the issuance of, of the respective Letter of Credit), exceeds the Pounds Sterling Sublimit and (B) would exceed Euros, if the Maximum Sterling Denominated Loan AmountStated Amount of such Letter of Credit, when added to (I) the aggregate amount of all Revolving Loans denominated in Euros and (B) the Letter of Credit Outstanding in respect of Letters of Credit issued in Euros (exclusive of Unpaid Drawings which are repaid on the date of, and prior to, the issuance of the respective Letter of Credit), exceeds the Euro Sublimit.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (ia) no Letter of Credit shall be issued (or required to be issued) if the Stated Amount of whichsuch Letter of Credit, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time time, would exceed the Maximum Letter of Credit Amount at such time, (b) no Letter of Credit shall be issued (or required to be issued) at any time when the Aggregate Exposure exceeds (or would after giving effect to such issuance exceed) either (x) $100,000,000, (y) when added to the sum of (Ii) the aggregate principal amount of all Total Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Loan Commitment at such time or (zii) cause the Aggregate Exposure to exceed the Borrowing Base at such time time, (based on c) no Letter of Credit shall be issued (or required to be issued) by any particular Issuing Lender if the Borrowing Base Certificate last delivered)aggregate Letter of Credit Outstandings for such Issuing Lender (after giving effect to the requested Letter of Credit) would exceed the Issuing Lender Sublimit for such Issuing Lender, and (iid) each Letter of Credit shall be denominated in Dollars, (e) each standby Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (Ai) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Commitment Termination Date, on terms acceptable to the respective Issuing Lender)) and (Bii) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Commitment Termination Date and (f) each trade Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate shall by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, terminate on or before the earlier of (Ai) the date which occurs 180 365 days after the date of issuance thereof and (Bii) 30 20 days prior to the Revolving Loan Maturity Commitment Termination Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued issued, increased or extended, the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time time, would exceed either $20,000,000 (x) $100,000,000the “Maximum Borrower Letter of Credit Amount”), (yii) no Letter of Credit shall be issued, increased or extended at any time when added the RL Exposure exceeds (or would after giving effect to the sum of (Isuch issuance, increase or extension exceed) the aggregate principal amount of all Total Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (iiiii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth tenth Business Day prior to the Revolving Loan Maturity Date, Date on terms acceptable to the respective Issuing Lender) and (B) five ten Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. ; provided that Letters of Credit may have termination dates that occur later than ten Business Days prior to the Revolving Loan Maturity Date (bin the case of standby Letters of Credit) Notwithstanding or 30 Business Days prior to the foregoingRevolving Loan Maturity Date (in the case of trade Letters of Credit) to the extent that prior to the issuance, increase or extension of any such Letter of Credit, the Borrower shall have (i) no Euro Denominated Letter deposited cash and/or Cash Equivalents, in an amount equal to at least 102.5% of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective such Letter of Credit) would exceed , into the Maximum Euro Denominated Loan Amount and Cash Collateral Account or (ii) no Sterling Denominated Letter delivered to the Administrative Agent a letter of Credit shall be credit issued for its benefit in a stated amount equal to at least 102.5% of the Stated Amount of which when added such Letter of Credit and having terms and conditions, and issued by an issuer, satisfactory to the Sterling Denominated Administrative Agent. The balance from time to time in such Cash Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations (exclusive until applied as hereinafter provided. All amounts held in the Cash Collateral Account shall constitute collateral security first for the liabilities in respect of Unpaid Drawings Letters of Credit outstanding from time to time and second for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of the liabilities in respect of Letters of Credit have been paid in full, at which are repaid time the amounts on the date of, and prior deposit therein shall be returned to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountBorrower.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued (or required to be issued) if the Stated Amount of which, when added to the Aggregate Letter of Credit Outstandings Exposure (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000150,000,000, (yii) when added no Letter of Credit shall be issued (or required to the sum of (Ibe issued) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Commitment at such any time or (z) cause the Aggregate Exposure exceeds (or would after giving effect to exceed such issuance exceed) the Borrowing Base Total Revolving Loan Commitment, (iii) no Letter of Credit shall be issued at the request of any Canadian Borrower (or required to be issued at the request of any Canadian Borrower) at any time the Aggregate Canadian Borrower Exposure exceeds (or would after giving effect to such issuance exceed) $275,000,000, (iv) no Letter of Credit in Canadian Dollars shall be issued (or required to be issued) at any time the Aggregate Canadian Dollar Denominated Exposure exceeds (based on the Borrowing Base Certificate last delivered)or would after giving effect to such issuance exceed) $275,000,000, and (iiv) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the 2017 Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the 2017 Revolving Loan Maturity Date; provided that a standby that, no Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to have an expiration date occurring later than the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the 2016 Revolving Loan Maturity DateDate if on such date of issuance, and (y) in the case aggregate Stated Amount of trade all Letters of Credit, on or before the earlier of (A) the date which occurs 180 days Credit having expiration dates after the date of issuance thereof and (B) 30 days prior to the 2016 Revolving Loan Maturity Date. Date (b) Notwithstanding the foregoing, (i) no Euro Denominated including such newly issued Letter of Credit shall be issued the Stated Amount of which Credit), when added to the Euro Denominated Obligations Aggregate Exposure of all 2017 Revolving Lenders (exclusive of Unpaid Drawings which are repaid on the date of, and prior Letter of Credit Exposure with respect to the issuance of, the respective Letter such Letters of Credit) as of such date, would exceed the Maximum Euro Denominated Total 2017 Revolving Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountCommitment then in effect.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (based on the Dollar Equivalent thereof) (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000exceed, (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), and (ii) unless consented to by the Issuing Lender, each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof and (B) five (5) Business Days prior to the then Latest Maturity Date applicable to the Revolving Loan Commitments hereunder (although any such standby Letter of Credit may be automatically extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan then Latest Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior Date applicable to the Revolving Loan Maturity Date; provided that a standby Commitments hereunder, unless (1) each Revolving Lender with Letter of Credit issued Exposure with respect to support obligations under any Specified Existing Ship Lease may terminate by its terms on such Letter of Credit has approved of such expiration date or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the Issuing Lender has approved of such expiration date and the Stated Amount of such requested Letter of Credit has been cash collateralized or back-stopped by a letter of credit on terms reasonably acceptable to the applicable Issuing Lender), it being understood in the case of any Letter of Credit terminating after such date in reliance on this clause (2), that participations in such Letter of Credit pursuant to Section 3.04 shall be terminated on the fifth Business Day preceding prior to the then Latest Maturity Date under the applicable Revolving Loan Maturity DateCommitments hereunder), and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days five (5) Business Days prior to the then Latest Maturity Date applicable to Revolving Loan Maturity DateCommitments hereunder. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (ia) no Letter of Credit shall be issued (or required to be issued) if the Stated Amount of whichsuch Letter of Credit, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time time, would exceed the Maximum Letter of Credit Amount at such time, (b) no Letter of Credit shall be issued (or required to be issued) at any time when the Aggregate Exposure exceeds (or would after giving effect to such issuance exceed) either (x) $100,000,000, (y) when added to the sum of (Ii) the aggregate principal amount of all Total Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Loan Commitment at such time or (zii) cause the Aggregate Exposure to exceed the Borrowing Base at such time time, (based on c) no Letter of Credit shall be issued (or required to be issued) by any particular Issuing Lender if the Borrowing Base Certificate last delivered)aggregate Letter of Credit Outstandings for such Issuing Lender (after giving effect to the requested Letter of Credit) would exceed the Issuing Lender Sublimit for such Issuing Lender, (d) each Letter of Credit shall be denominated in Dollars, and (iie) each standby Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (Ai) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Commitment Termination Date, on terms acceptable to the respective Issuing Lender)) and (Bii) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Commitment Termination Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 25,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the respective Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding Schedule III contains a description of all letters of credit issued by each Issuing Lender pursuant to the foregoingExisting Credit Agreement and which are to remain outstanding on the Initial Borrowing Date and sets forth, with respect to each such letter of credit, (i) no Euro Denominated Letter the name of Credit the issuing lender, (ii) the letter of credit number, (iii) the stated amount, (iv) the name of the beneficiary and (v) the expiry date. Each such letter of credit, including any extension thereof, shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective constitute a “Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount ” under, as defined in, and (ii) no Sterling Denominated Letter of Credit for all purposes of, this Agreement and shall be deemed issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountInitial Borrowing Date.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 15,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the respective Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding Schedule III contains a description of all letters of credit issued by each Issuing Lender pursuant to the foregoingExisting Credit Agreement and which are to remain outstanding on the Effective Date and sets forth, with respect to each such letter of credit, (i) no Euro Denominated Letter the name of Credit the issuing lender, (ii) the letter of credit number, (iii) the stated amount, (iv) the name of the beneficiary and (v) the expiry date. Each such letter of credit, including any extension thereof, shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective constitute a "Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount " under, as defined in, and (ii) no Sterling Denominated Letter of Credit for all purposes of, this Agreement and shall be deemed issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountEffective Date.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000exceed, (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) unless consented to by the Issuing Lender, each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be automatically extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the then Latest Maturity Date applicable to Revolving Loan Maturity DateCommitments hereunder, on terms reasonably acceptable to the Issuing Lender) and (B) five (5) Business Days prior to the then Latest Maturity Date applicable to Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity DateCommitments hereunder, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days five (5) Business Days prior to the then latest Maturity Date applicable to Revolving Loan Commitments hereunder; provided that if any Letter of Credit with a stated termination date occurring after the Initial Revolving Loan Maturity DateDate is issued or extended by an Issuing Lender in accordance with the preceding paragraph and the Initial Revolving Loan Maturity Date would, at the time of such issuance or extension, occur within 12 months after the date of such issuance or extension, the Stated Amount of such Letter of Credit shall not exceed, when added to the sum of the aggregate Stated Amount of all Letters of Credit issued by such Issuing Lender that (x) have a stated termination date occurring after the Initial Revolving Loan Maturity Date and (y) are then outstanding, the Letter of Credit Commitment of such Issuing Lender that will be in effect on the Initial Revolving Loan Maturity Date (calculated after giving effect to any reduction on such date pursuant to Section 3.02(b)) unless the excess amount shall have been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Lender; provided, further, that if any Letter of Credit with a stated termination date occurring after the Incremental Tranche A Revolving Loan Maturity Date is issued or extended by an Issuing Lender in accordance with the preceding paragraph and the Incremental Tranche A Revolving Loan Maturity Date would, at the time of such issuance or extension, occur within 12 months after the date of such issuance or extension, the Stated Amount of such Letter of Credit shall not exceed, when added to the sum of the aggregate Stated Amount of all Letters of Credit issued by such Issuing Lender that (x) have a stated termination date occurring after the Incremental Tranche A Revolving Loan Maturity Date and (y) are then outstanding, the Letter of Credit Commitment of such Issuing Lender that will be in effect on the Incremental Tranche A Revolving Loan Maturity Date (calculated after giving effect to any reduction on such date pursuant to Section 3.02(b)) unless the excess amount shall have been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Lender; provided, further, that if any Letter of Credit with a stated termination date occurring after the Extended Initial Revolving Loan Maturity Date is issued or extended by an Issuing Lender in accordance with the preceding paragraph and the Extended Initial Revolving Loan Maturity Date would, at the time of such issuance or extension, occur within 12 months after the date of such issuance or extension, the Stated Amount of such Letter of Credit shall not exceed, when added to the sum of the aggregate Stated Amount of all Letters of Credit issued by such Issuing Lender that (x) have a stated termination date occurring after the Extended Initial Revolving Loan Maturity Date and (y) are then outstanding, the Letter of Credit Commitment of such Issuing Lender that will be in effect on the Extended Initial Revolving Loan Maturity Date (calculated after giving effect to any reduction on such date pursuant to Section 3.02(b)) unless the excess amount shall have been cash collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuing Lender. (b) Notwithstanding anything to the foregoingcontrary contained in this Agreement, (i) no Euro Denominated in the event all or a portion of the Extended Initial Revolving Loan Commitments are terminated (but not by way of an extension hereunder) and the aggregate Extended Initial Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) Commitments would exceed the Maximum Euro Denominated aggregate Extended Initial Revolving Loan Amount and Commitments in effect immediately after such termination, the aggregate Extended Initial Letter of Credit Commitments shall be reduced by an amount equal to the dollar amount by which the aggregate Extended Initial Letter of Credit Commitments would exceed the aggregate Extended Initial Revolving Loan Commitments as in effect immediately after such termination, (ii) no Sterling Denominated in the event all or a portion of the Incremental Tranche A Revolving Loan Commitments are terminated (but not by way of an extension hereunder) and the aggregate First Amendment Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) Commitments would exceed the Maximum Sterling Denominated aggregate Incremental Tranche A Revolving Loan AmountCommitments in effect immediately after such termination, the aggregate First Amendment Letter of Credit Commitments shall be reduced by an amount equal to the dollar amount by which the aggregate First Amendment Letter of Credit Commitments would exceed the aggregate Incremental Tranche A Revolving Loan Commitments as in effect immediately after such termination and (iii) in the event all or a portion of the Incremental Tranche B Revolving Loan Commitments are terminated (but not by way of an extension hereunder) and the aggregate Second Amendment Letter of Credit Commitments would exceed the aggregate Incremental Tranche B Revolving Loan Commitments in effect immediately after such termination, the aggregate Second Amendment Letter of Credit Commitments shall be reduced by an amount equal to the dollar amount by which the aggregate Second Amendment Letter of Credit Commitments would exceed the aggregate Incremental Tranche B Revolving Loan Commitments as in effect immediately after such termination; provided that, in connection with any such reduction of any Letter of Credit Commitment set forth above, to the extent any Letters of Credit are then outstanding, such reduction shall be allocated among the applicable Issuing Lenders on a pro rata basis to the applicable Letter of Credit Commitment based on the relative sizes of such Letter of Credit Commitments of such Issuing Lenders; provided, further, that, to the extent such pro rata allocation would necessitate the replacement or cash collateralization of then outstanding Letters of Credit, the parties hereto agree that such reduction may be allocated on a non-pro rata basis as mutually agreed by the Administrative Agent and the Borrower in order to minimize the need to replace or cash collateralize any such then outstanding letters of Letters Credit; provided, further, that, at the time of any reduction to the Letter of Credit Commitments pursuant to this clause (b), any Issuing Lender may in its sole discretion agree that its applicable Letter of Credit Commitments not be reduced (a “Declined Reduction”) and such Declined Reduction shall not be reallocated among the other Issuing Lenders.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Available LC Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings Letter of Credit Advances which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either the lesser of (x) $100,000,000the Letter of Credit Sub-Limit at such time, (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal that would cause the Aggregate Exposure (after giving effect to such issuance) to exceed the Total Commitment at such time or and (z) until, but not following, such time as the Minimum Excess Availability Condition is satisfied, an amount that would cause the Aggregate Exposure (after giving effect to such issuance) to exceed the Adjusted Total Commitment, (ii) no Letter of Credit shall be issued (or required to be issued) at any time when the Aggregate Exposure exceeds (or would after giving effect to such issuance exceed) 100% of the Borrowing Base (or, during an Agent Advance Period, 105%) at such time (based on the Borrowing Base Certificate last delivered), and (iiiii) each Letter of Credit (whether being issued for the first time or being renewed or extended) shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance (or renewal or extension) thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, Termination Date and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance (or renewal or extension) thereof and (B) 30 days five (5) Business Days prior to the Revolving Loan Maturity Termination Date. (b) . Notwithstanding anything to the foregoingcontrary contained in this Section 2.03(b), (i) no Euro Denominated Letter the Issuing Banks shall be permitted to issue standby Letters of Credit shall be issued the Stated Amount that are automatically renewed (unless such Issuing Bank provides a notice of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid non-renewal) for a period that ends on the earlier of (x) the date of, which occurs 12 months after the date of such renewal and (y) five (5) Business Days prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountTermination Date.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000150,000,000, (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity DateDate and (iii) the Issuing Lender shall have no obligation to issue, amend or extend any Letter of Credit at any time that a Lender Default is in effect with respect to any Lender unless the Borrower shall have taken action satisfactory to the Issuing Lender to eliminate the Issuing Lender’s exposure to such Lender (including by cash collateralizing such Lender’s RL Percentage of such Letter of Credit). (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 5,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth tenth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five ten Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoingDate provided, (i) no Euro Denominated Letter however, that maturities for any Letters of Credit issued hereunder while any Term Loans are outstanding shall be issued not extend beyond the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and tenth Business Day prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Term Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountMaturity Date.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount (for this purpose, using the Dollar Equivalent of the Stated Amount of each Xxxxxxxx Letter of Credit) of which, when added to the Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent of all Xxxxxxxx Letter of Credit Outstandings) (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 7,500,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of each outstanding Sterling Revolving Loan) then outstanding outstanding, the Total Revolving Loan Commitment at such time, (ii) no Adience Letter of Credit shall be issued the Stated Amount (expressed in Dollars) of which, when added to the Adience Letter of Credit Outstandings (expressed in Dollars) (exclusive of Unpaid Drawings with respect thereto which are repaid on the date of, and (IIprior to the issuance of, the respective Adience Letter of Credit) at such time would exceed, when added to the aggregate principal amount of all Swingline Dollar Revolving Loans (expressed in Dollars) then outstanding, an amount equal the Dollar Revolving Sub-Limit, (iii) no Xxxxxxxx Letter of Credit shall be issued the Stated Amount (expressed in Pounds Sterling) of which, when added to the Total Commitment Xxxxxxxx Letter of Credit Outstandings (expressed in Pounds Sterling) (exclusive of Unpaid Drawings with respect thereto which are repaid on the date of, and prior to the issuance of, the respective Xxxxxxxx Letter of Credit) at such time or would exceed, when added to the aggregate principal of all Sterling Revolving Loans (zexpressed in Pounds Sterling) cause then outstanding, the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)Sterling Revolving Sub-Limit, and (iiiv) each Letter of Credit shall by its terms terminate (xA) in the case of standby Standby Letters of Credit, on or before the earlier of (Ax) the date which occurs 12 months after the date of the issuance thereof (although any such standby Standby Letter of Credit may be extendible extendable for successive periods of up to 12 months, but, in each case, but not beyond the fifth third Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing LenderBank thereof) and (By) five the third Business Days Day prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof Date and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (yB) in the case of trade Trade Letters of Credit, on or before the earlier of (Ax) the date which occurs 180 days after the date of issuance thereof and (By) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated in the event a Bank Default exists, the Issuing Bank shall not be required to issue any Letter of Credit shall be issued unless the Stated Amount of which when added Issuing Bank has entered into arrangements satisfactory to it and the respective Revolving Loan Borrower to eliminate the Issuing Bank's risk with respect to the Euro Denominated Obligations participation in Letters of Credit of the Defaulting Bank or Banks, including by cash collateralizing (exclusive in Dollars) such Defaulting Bank's or Banks' RL Percentage of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountOutstandings.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount (for this purpose, using the Dollar Equivalent of the Stated Amount of each Xxxxxxxx Letter of Credit) of which, when added to the Letter of Credit Outstandings (for this purpose, using the Dollar Equivalent of all Xxxxxxxx Letter of Credit Outstandings) (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 20,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of each outstanding Sterling Revolving Loan) then outstanding, (II) the aggregate principal amount of all Swingline Loans then outstanding and (III) the aggregate principal amount of all Sterling Swingline Loans (for this purpose, using the Dollar Equivalent of each outstanding Sterling Swingline Loan) then outstanding, the Total Available Revolving Loan Commitment at such time, (ii) no Adience Letter of Credit shall be issued the Stated Amount (expressed in Dollars) of which, when added to the Adience Letter of Credit Outstandings (expressed in Dollars) (exclusive of Unpaid Drawings with respect thereto which are repaid on the date of, and prior to the issuance of, the respective Adience Letter of Credit) at such time would exceed, when added to the sum of (I) the aggregate principal amount of all Dollar Revolving Loans (expressed in Dollars) then outstanding and (II) the aggregate principal amount of all Swingline Loans (expressed in Dollars) then outstanding, an amount equal the Dollar Revolving Sub-Limit, (iii) no Xxxxxxxx Letter of Credit shall be issued the Stated Amount (expressed in Pounds Sterling) of which, when added to the Total Commitment Xxxxxxxx Letter of Credit Outstandings (expressed in Pounds Sterling) (exclusive of Unpaid Drawings with respect thereto which are repaid on the date of, and prior to the issuance of, the respective Xxxxxxxx Letter of Credit) at such time or would exceed, when added to the sum of (zI) cause the Aggregate Exposure to exceed aggregate principal amount of all Sterling Revolving Loans (expressed in Pounds Sterling) then outstanding and (II) the Borrowing Base at such time aggregate principal amount of all Sterling Swingline Loans (based on expressed in Pounds Sterling) then outstanding, the Borrowing Base Certificate last delivered)Sterling Revolving Sub-Limit, and (iiiv) each Letter of Credit shall by its terms terminate (xA) in the case of standby Standby Letters of Credit, on or before the earlier of (Ax) the date which occurs 12 months after the date of the issuance thereof (although any such standby Standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, but not beyond the fifth third Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing LenderBank thereof) and (By) five the third Business Days Day prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof Date and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (yB) in the case of trade Trade Letters of Credit, on or before the earlier of (Ax) the date which occurs 180 days after the date of issuance thereof and (By) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated in the event a Bank Default exists, the Issuing Bank shall not be required to issue any Letter of Credit shall be issued unless the Stated Amount of which when added Issuing Bank has entered into arrangements satisfactory to it and the respective Revolving Loan Borrower to eliminate the Issuing Bank's risk with respect to the Euro Denominated Obligations participation in Letters of Credit of the Defaulting Bank or Banks, including by cash collateralizing (exclusive in Dollars) such Defaulting Bank's or Banks' RL Percentage of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountOutstandings.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time time, would exceed either (x) $100,000,000, 25,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans (for this purpose, using the Dollar Equivalent of each outstanding Deutsche Mark Xxxolving Loan) then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time, (ii) no U.S. Letter of Credit shall be issued the Stated Amount (expressed in Dollars) of which, when added to the U.S. Letter of Credit Outstandings (expressed in Dollars) (exclusive of Unpaid Drawings with respect thereto which are repaid on the date of, and prior to the issuance of, the respective U.S. Letter of Credit) at such time or would exceed, when added to the aggregate principal of all Dollar Revolving Loans (zexpressed in Dollars) cause then outstanding and the Aggregate Exposure aggregate amount of all Swingline Loans then outstanding, the U.S. Borrowing Base, (iii) no German Letter of Credit shall be issued the Stated Amount (expressed in Deutsche Marks (taking the Deutsche Mark Xxxivalent of any amount expressed in currencies other than Deutsche Marks)) of which, when added to the German Letter of Credit Outstandings (expressed in Deutsche Marks) (exclusive of Unpaid Drawings with respect thereto which are repaid on the date of, and prior to the issuance of, the respective German Letter of Credit) at such time and the aggregate principal of all Deutsche Mark Xxxolving Loans (expressed in Deutsche Marks) then outstanding, would exceed the German Borrowing Base at such time time, (based iv) no German Letter of Credit shall be issued the Stated Amount of which, when added to the German Letter of Credit Outstandings (exclusive of Unpaid Drawings with respect thereto which are repaid on the Borrowing Base Certificate last delivered)date, and prior to the issuance of, the respective German Letter of Credit) at such time and the aggregate principal amount of all Deutsche Mark Xxxolving Loans (taking the Dollar Equivalent thereof) then outstanding, would exceed the lesser of (x) the Total German Revolving Loan Sub-Commitment at such time, and (iiy) $15,000,000, and (v) each Letter of Credit shall by its terms terminate (xA) in the case of standby Standby Letters of Credit, on or before the earlier of (Ax) the date which occurs 12 months after the date of the issuance thereof (although any such standby Standby Letter of Credit may be extendible extendable for successive periods of up to 12 monthsmonths (which period may be increased by not more than one month to the extent needed to permit the effectiveness of any extension to occur up to one month prior to the then scheduled termination of the respective Standby Letter of Credit), but, in each case, but not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing LenderBank thereof) and (By) five the fifth Business Days Day prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof Date and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (yB) in the case of trade Trade Letters of Credit, on or before the earlier of (Ax) the date which occurs 180 days after the date of issuance thereof and (By) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated in the event a Lender Default exists, the Issuing Bank shall not be required to issue any Letter of Credit shall be issued unless the Stated Amount of which when added Issuing Bank has entered into arrangements satisfactory to it and the respective Account Party to eliminate the Issuing Bank's risk with respect to the Euro Denominated Obligations participation in Letters of Credit of the Defaulting Lender or Lenders, including by cash collateralizing (exclusive in Dollars or Deutsche Marks, as appropriate) such Defaulting Lender's or Lenders' RL Percentage of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountOutstandings.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000250,000,000, (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. Date and (biii) Notwithstanding the foregoingIssuing Lender shall have no obligation to issue, (i) no Euro Denominated amend or extend any Letter of Credit at any time that a Lender Default is in effect with respect to any Lender unless the Borrower shall be issued the Stated Amount of which when added have taken action satisfactory to the Euro Denominated Obligations Issuing Lender to eliminate the Issuing Lender’s exposure to such Lender (exclusive including by cash collateralizing such Lender’s RL Percentage of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective such Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount).

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 25,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 15 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding Schedule III contains a description of all letters of credit issued by each Issuing Lender pursuant to the foregoingExisting Credit Agreement (each such letter of credit, an “Existing Letter of Credit”) and which are to remain outstanding on the Initial Borrowing Date and sets forth, with respect to each such letter of credit, (i) no Euro Denominated Letter the name of Credit the issuing lender, (ii) the letter of credit number, (iii) the stated amount, (iv) the name of the beneficiary and (v) the expiry date. Each such letter of credit, including any extension thereof, shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective constitute a “Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount ” under, as defined in, and (ii) no Sterling Denominated Letter of Credit for all purposes of, this Agreement and shall be deemed issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountInitial Borrowing Date.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either any of (x) $100,000,00050,000,000, (y) when added to the sum of (I) the aggregate principal amount of all Term Loans then outstanding, (II) the aggregate principal amount of all Revolving Loans then outstanding, (III) the aggregate principal amount of all Swingline Loans then outstanding, (IV) the aggregate principal amount of all Competitive Bid Loans then outstanding and (V) the aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of Trizec, an amount equal to the Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered) or (z) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Competitive Bid Loans then outstanding and (III) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) each standby Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (Ax) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, but not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the such Issuing Lender) and (By) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (yiii) in the case each trade Letter of trade Letters of Credit, Credit shall by its terms terminate on or before the earlier of (Ax) the date which occurs 180 days after the date of the issuance thereof and (B) 30 15 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no RL Letter of Credit shall be issued the Stated Amount of which, when added to the RL Letter of Credit Outstandings (exclusive of RL Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective RL Letter of Credit) at such time would exceed either (x) $100,000,000, 175,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time, (ii) no CL Letter of Credit shall be issued the Stated Amount of which, when added to the CL Letter of Credit Outstandings (exclusive of CL Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective CL Letter of Credit) would exceed either (x) the Total Credit-Linked Commitment at such time or (zy) cause the Aggregate Exposure to exceed aggregate amount of the Borrowing Base Credit-Linked Deposits in the Credit-Linked Deposit Account at such time (based on the Borrowing Base Certificate last delivered)time, and (iiiii) no RL Letter of Credit shall be issued unless the CL Letter of Credit Outstandings equals the Total Credit-Linked Commitment as then in effect and (iv) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the respective Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (ia) no Letter of Credit shall be issued (or required to be issued) if the Stated Amount of whichsuch Letter of Credit, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (i) on the Effective Date (including each Existing Letter of Credit deemed issued on the Effective Date), the lesser of (A) difference between (x) $100,000,000, 440,000,000 and (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding made on the Effective Date and (IIB) $250,000,000 and (ii) thereafter, $250,000,000; provided that in the event that an Incremental Commitment is made available to the Borrower, a portion of such Incremental Commitment may be made available for the issuance of Letters of Credit in an amount not exceeding 35% of such Incremental Commitment (the “Maximum Letter of Credit Amount”), (b) no Letter of Credit shall be issued (or required to be issued) at any time when the Aggregate Exposure exceeds (or would after giving effect to such issuance exceed) either (i) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (zii) cause the Aggregate Exposure to exceed the Borrowing Base at such time time, (based on the Borrowing Base Certificate last delivered), and (iic) each Letter of Credit shall be denominated in Dollars, (d) each standby Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (Ai) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Final Maturity Date, on terms acceptable to the Issuing Lender)) and (Bii) five (5) Business Days prior to the Revolving Loan Final Maturity Date; provided that a standby Date and (e) each trade Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate shall by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, terminate on or before the earlier of (Ai) the date which occurs 180 days after the date of issuance thereof and (Bii) 30 days prior to the Revolving Loan Final Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 25,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may shall be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 15 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding Schedule III contains a description of all letters of credit issued by each Issuing Lender pursuant to the foregoingExisting Credit Agreement and which are to remain outstanding on the Initial Borrowing Date and sets forth, with respect to each such letter of credit, (i) no Euro Denominated Letter the name of Credit the issuing lender, (ii) the letter of credit number, (iii) the stated amount, (iv) the name of the beneficiary and (v) the expiry date. Each such letter of credit, including any extension thereof, shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective constitute a “Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount ” under, as defined in, and (ii) no Sterling Denominated Letter of Credit for all purposes of, this Agreement and shall be deemed issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountInitial Borrowing Date.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 10,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or time, (zii) cause no Letter of Credit shall be issued for the Aggregate Exposure account of the European Borrower the Stated Amount of which, when added to exceed (x) the Borrowing Base Letter of Credit Outstandings in respect of Letters of Credit issued for the account of the European Borrower (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time (based on the Borrowing Base Certificate last delivered), and (iiy) the aggregate principal amount of Revolving Loans incurred by the European Borrower and then outstanding, shall exceed $25,000,000 and (iii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof or such later date as may be acceptable to the Issuing Lender (although any such standby Letter of Credit may be extendible for successive periods of up to 12 monthsmonths or such later date as may be acceptable to the Issuing Lender, but, in each case, not beyond the fifth third Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five three Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added in each case except to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan AmountIssuing Lender.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either any of (x) $100,000,00050,000,000, (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Swingline Loans then outstanding, (III) the aggregate principal amount of all Competitive Bid Loans then outstanding and (IV) the aggregate principal amount of all other Unsecured Consolidated Total Indebtedness of Trizec, an amount equal to the Borrowing Base Amount at such time (based on the Borrowing Base Certificate last delivered or then being delivered) or (z) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Competitive Bid Loans then outstanding and (III) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered)time, and (ii) each standby Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (Ax) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, but not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the such Issuing Lender) and (By) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (yiii) in the case each trade Letter of trade Letters of Credit, Credit shall by its terms terminate on or before the earlier of (Ax) the date which occurs 180 days after the date of the issuance thereof and (By) 30 15 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding Notwithstand­ing anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the initial Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 75,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time or time; provided that notwithstanding anything to the contrary contained above in this Section 2.02, in no event shall any Letter of Credit be permitted to be issued pursuant to this Agreement if after giving effect to the issuance thereof the Revolving Exposure would exceed $150,000,000 unless (zi) cause the Aggregate Exposure to exceed the Senior Subordinated Note Borrowing Base at after giving effect to the issuance of any such time (based on Letter of Credit equals or exceeds the Borrowing Base Certificate last delivered)Revolving Exposure after giving effect to the issuance of any such Letter of Credit, and (ii) at the time of the issuance of any such Letter of Credit, there is sufficient availability under the dollar basket contained in Section 4.03(xi) of the Senior Subordinated Note Indenture such that issuance of such Letter of Credit is permitted under such Section 4.03(xi) or (iii) after giving effect to the issuance of such Letter of Credit, the Interest Coverage Ratio (as defined in, and calculated in accordance with, the Senior Subordinated Note Indenture (for this purpose utilizing the component definitions of such definition of Interest Coverage Ratio in the manner defined in, and calculated in accordance with, the Senior Subordinated Note Indenture)) would be greater than 2.00:1.00, provided further that the immediately preceding proviso shall not be applicable after such time as when the entire principal amount of all outstanding Senior Subordinated Notes has been indefeasibly repaid in full and the Borrower’s and its Restricted Subsidiaries’ obligations under the Senior Subordinated Note Indenture have been terminated in accordance with the terms thereof. In addition, notwithstanding anything to the contrary contained in this Agreement, each Letter of Credit shall by its terms terminate on or before (xA) in the case of standby Standby Letters of Credit, on or before the earlier of (Ax) the date which occurs 12 months after the date of the issuance thereof (although any such standby Standby Letter of Credit may be extendible extend­ible for successive periods of up to 12 months, but, in each case, but not beyond the fifth third Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing LenderLender thereof) and (By) five the third Business Days Day prior to the Revolving Loan Maturity Date; provided that a standby Letter Date and (B) in the case of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to Trade Letters of Credit, the earlier to occur of (1x) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 360 days after the date of issuance thereof and (By) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Euro Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit shall be issued the Stated Amount of which when added to the Sterling Denominated Obligations (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amount.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued (nor the amount thereof increased) the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000the L/C Sublimit, (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the fifth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) five Business Days prior to the Revolving Loan Maturity Date; provided that a standby Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to the earlier to occur of (1) the date which occurs 24 months after the date of the issuance thereof and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after the date of issuance thereof and (B) 30 days prior to the Revolving Loan Maturity Date. (b) Notwithstanding the foregoing, (i) no Euro Denominated Letter of Credit shall be issued in an Alternate Currency the Stated Amount of which which, when added to (x) the Euro Denominated Obligations Letter of Credit Outstandings in respect of Letters of Credit denominated in Alternate Currencies (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) would at such time and (y) the aggregate principal amount of Revolving Loans denominated in Alternate Currencies and then outstanding, shall exceed the Maximum Euro Denominated Loan Amount Foreign Revolving Sublimit and (iiiii) no Sterling Denominated each Letter of Credit shall by its terms terminate on or before the earlier of (x) the date which occurs twelve (12) months after the date of the issuance thereof or such later date as may be acceptable to the applicable Issuing Lender (although any such standby Letter of Credit may be extendible for successive periods of up to twelve (12) months or such later date as may be acceptable to the applicable Issuing Lender, but, in each case, not beyond the third (3) Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the applicable Issuing Lender) and (y) three (3) Business Days prior to the Revolving Loan Maturity Date. No Letter of Credit shall be issued in (A) Pounds Sterling, if the Stated Amount of which such Letter of Credit, when added to (I) the aggregate amount of all Revolving Loans denominated in Pounds Sterling Denominated Obligations and (II) the Letter of Credit Outstanding in respect of Letters of Credit issued in Pounds Sterling (exclusive of Unpaid Drawings which are repaid on the date of, and prior to to, the issuance of, of the respective Letter of Credit), exceeds the Pounds Sterling Sublimit and (B) would exceed Euros, if the Maximum Sterling Denominated Loan AmountStated Amount of such Letter of Credit, when added to (I) the aggregate amount of all Revolving Loans denominated in Euros and (B) the Letter of Credit Outstanding in respect of Letters of Credit issued in Euros (exclusive of Unpaid Drawings which are repaid on the date of, and prior to, the issuance of the respective Letter of Credit), exceeds the Euro Sublimit.

Maximum Letter of Credit Outstandings; Final Maturities. (a) Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $100,000,000, 3,500,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Commitment at such time or (z) cause the Aggregate Exposure to exceed the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), and (ii) each Letter of Credit shall by its terms terminate (x) in the case of standby Letters of Credit, on or before the earlier of (Ax) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, but not beyond the fifth third Business Day prior to the Revolving Loan Final Maturity Date, on terms acceptable to the Issuing LenderBank) and (By) five three Business Days prior to the Revolving Loan Final Maturity Date; provided that . i. Amendment to Section 3.01(b) of the Credit Agreement (Fees). Section 3.01(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: (b) The Borrower agrees to pay to the Agent for distribution to each Bank (based on each such Bank's respective Percentage) a standby fee in respect of each Letter of Credit issued to support obligations under any Specified Existing Ship Lease may terminate by its terms on or prior to hereunder (the earlier to occur "Letter of (1Credit Fee") for the date which occurs 24 months after the date of the issuance thereof period from and (2) the fifth Business Day preceding the Revolving Loan Maturity Date, and (y) in the case of trade Letters of Credit, on or before the earlier of (A) the date which occurs 180 days after including the date of issuance thereof of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to one-half of the Eurodollar Spread on the daily Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the first day after the termination of the Total Commitment upon which no Letters of Credit remain outstanding. i. Amendment to Section 7.06(b) of the Credit Agreement (BCompliance with Environmental Laws). Section 7.06(b) 30 days prior of the Credit Agreement is hereby amended and restated to the Revolving Loan Maturity Date.read in its entirety as follows: (b) Notwithstanding Borrower shall deliver to Agent on or before August 31, 1999 a copy of a Phase I environmental report with respect to the foregoingWilliamsport, Pennsylvania and Chambersburg, Pennsylvania properties and each Additional Mortgaged Property in form and substance satisfactory to Required Banks and prepared by a qualified environmental professional acceptable to Required Banks, together with any additional environmental assessments of such properties deemed necessary by Required Banks by a qualified environmental professional acceptable to Required Banks, and Borrower shall and shall cause its Subsidiaries to take such reasonable actions as may be recommended in any Phase I or other environmental assessment to Required Banks' reasonable satisfaction. Required Banks reserve the right at any time or from time to time to request that Borrower or its Subsidiaries take any such reasonable actions as may be recommended in any Phase I or other environmental assessment. i. Joinder of New Subsidiary Guarantor. Penn National GSFR, Inc., a Delaware corporation (i"GSFR"), is a newly-formed indirect subsidiary of Borrower. GSFR is hereby made a Subsidiary Guarantor under the Subsidiary Guaranty, and in furtherance thereof: (1) no Euro Denominated Letter of Credit GSFR hereby expressly agrees that it shall be issued bound by all terms and conditions of the Stated Amount of which when added to Subsidiary Guaranty, including without limitation the Euro Denominated representations, warranties and covenants in Sections 11 and 12 thereof, and shall be liable, jointly and severally with all other Subsidiary Guarantors, for all Guaranteed Obligations (exclusive of Unpaid Drawings which are repaid on as defined in the date of, and prior to the issuance of, the respective Letter of CreditSubsidiary Guaranty). (1) would exceed the Maximum Euro Denominated Loan Amount and (ii) no Sterling Denominated Letter of Credit GSFR hereby expressly agrees that it shall be issued bound by all terms and conditions of the Stated Amount Security Agreement, including without limitation the representations, warranties and covenants set forth in Articles II, III, IV, V and VI thereof. GSFR hereby grants to Agent, for the benefit of which when added to Banks, a security interest in all the Sterling Denominated Collateral (as defined in the Security Agreement) owned by GSFR and any part thereof as security for the payment of all Obligations (exclusive as defined in the Security Agreement). (1) GSFR hereby expressly agrees that it shall be bound by all the terms and conditions of Unpaid Drawings which the Pledge Agreement, including without limitation the representations, warranties and covenants set forth in Section 16 thereof. GSFR hereby pledges to Agent, for the benefit of Banks, a security interest in all the Collateral (as defined in the Pledge Agreement) owned by GSFR and any part thereof as security for the payment of all Obligations (as defined in the Pledge Agreement). Penn National Holding Company, as evidenced by its signature below, hereby acknowledges and agrees that the shares it owns of GSFR constitute Collateral (as defined in the Pledge Agreement) and are repaid on pledged to Agent, for the date ofbenefit of Banks, thereunder and prior to the issuance of, the respective Letter of Credit) would exceed the Maximum Sterling Denominated Loan Amounthereunder.