Common use of The Letter of Credit Facility Clause in Contracts

The Letter of Credit Facility. (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this SECTION 3.01, (A) from time to time on any Business Day during the period from the Execution Date to the Termination Date to issue Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE"), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Facility. (ai) On Subject to the terms and conditions hereinafter set forth herein (iA) the Issuing Bank agrees, in reliance upon on the agreements Agreements of the other Lenders set forth in this SECTION 3.01, Section (A1) to issue Letters of Credit for the account of any Borrower from time to time on any Business Day during the period from the Execution Effective Date to hereof until 10 days before the Termination Date to issue in an aggregate Available Amount for all Letters of Credit for not to exceed at any time the account lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the CompanyLenders at such time (provided that in no event shall the Issuing Bank be required to issue a Letter of Credit if, after giving effect to such issuance, the aggregate amount of the Revolving Credit Exposures of all Lenders shall exceed the Revolving Credit Availability at such time) and to amend or renew extend Letters of Credit previously issued by it, it in accordance with SUBSECTIONS 3.02(c) and 3.02(e)the terms of this Section 2.16, and (B2) to honor drafts drawings under the Letters of Credit; , and (iiB) the Lenders severally agree to participate in Letters of Credit Issued issued for the account of any Borrower and any drawings thereunder. Each request by a Borrower for the Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any issuance or amendment of a Letter of Credit ifshall be deemed to be a representation by the Borrowers that the issuance, as extension or amendment of the date of Issuance of such Letter of Credit (so requested complies with the "ISSUANCE DATE"), after giving effect to such Issuance, (1) conditions set forth in the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitmentpreceding sentence. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company and accordingly such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which that have expired or which that have been drawn upon and reimbursed.

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "Letters of Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower or any Subsidiary from time to time on any Business Day during the period from the Execution date of the initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed at any time outstanding the Termination Date to issue Letters lesser of (i) $100,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(cFacility") and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree sum of (A) the Commitment minus (B) the aggregate principal amount of Advances then outstanding. No Letter of Credit shall be issued to participate support any obligation of the Borrower or any Subsidiary in respect of debt for borrowed money. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the earlier of (i) the Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or, with respect to the Existing Letters of Credit Issued for Credit, on the account of the Company; providedAgreement Date), that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance (x) such Lender's Specified Percentage of the Commitment times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.16(a), and, accordingly, repay any Advances resulting from drawings thereunder pursuant to Section 2.16(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.16(a).

The Letter of Credit Facility. (a) On the terms and conditions set ----------------------------- forth herein herein, (i) the each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this SECTION 3.01, (A) from time to time on any Business Day during the period from the Execution Closing Date to the Termination Date to issue Letters of Credit for the account of the Company, Company and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), and (B) to honor drafts under the Letters of Credit; it and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, however, that the (A) no Issuing Bank shall not be obligated to Issue-------- ------- Issue Letters of Credit (x) in excess of its Issuance Allocation or, if an Issuing Bank has received a Tenor Allocation, for a period of time longer than its Tenor Allocation or (y) if the L/C Obligations owed to such Issuing Bank would exceed its Issuance Allocation and (B) no Lender Bank shall be obligated to participate in, in any Letter of Credit if, if as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATEIssuance Date"), after giving effect to such Issuance, (1) the participation of such Bank in the Effective ------------- Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C such Bank's Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.. An Issuing Bank may Issue Letters of Credit itself or may cause one of its Affiliates to Issue Letters of Credit. Any such Affiliate Issuing Letters of Credit shall have all of the rights of an Issuing Bank hereunder and may exercise any of the remedies available to an Issuing Bank hereunder even though such Affiliate is not a signatory to this Agreement or to the L/C-Related Documents (other than Letters of Credit), and any Affiliate of an Issuing Bank so Issuing Letters of Credit shall be an express third party beneficiary of this Agreement and the L/C-Related Documents between the Issuing Bank with respect to which it is an Affiliate and the Company. The Letter of Credit Offices of each Issuing Bank and any Affiliate of such Issuing Bank through which such Issuing Bank Issues Letters of Credit are set forth on Schedule 1.01, as such ------------- schedule may change from time to time. Promptly after receipt by the Agent of information from an Issuing Bank as to changes in its Letter of Credit Offices, the Agent shall deliver an updated Schedule 1.01 to the Company and each Bank. -------------

The Letter of Credit Facility. (ai) On Subject to the terms and conditions hereinafter set forth herein (iA) the Issuing Bank agrees, in reliance upon on the agreements Agreements of the other Lenders set forth in this SECTION 3.01Section (1) to issue standby letters of credit (together with the Existing Letter of Credit, (Athe “Letters of Credit”) for the account of any Borrower from time to time on any Business Day during the period from the Execution Effective Date to hereof until 10 days before the Termination Date to issue in an aggregate Available Amount for all Letters of Credit for not to exceed at any time the account lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the CompanyLenders at such time, and to amend or renew extend Letters of Credit previously issued by it, it in accordance with SUBSECTIONS 3.02(c) and 3.02(e)the terms of this Section 2.16, and (B2) to honor drafts drawings under the Letters of Credit; , and (iiB) the Lenders severally agree to participate in Letters of Credit Issued issued for the account of any Borrower and any drawings thereunder. Each request by a Borrower for the Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any issuance or amendment of a Letter of Credit ifshall be deemed to be a representation by the Borrowers that the issuance, as extension or amendment of the date of Issuance of such Letter of Credit (so requested complies with the "ISSUANCE DATE"), after giving effect to such Issuance, (1) conditions set forth in the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitmentpreceding sentence. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company and accordingly such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which that have expired or which that have been drawn upon and reimbursed.

The Letter of Credit Facility. (a) On The Borrower may request the Issuing ----------------------------- Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (including the agreements Existing Letters of Credit, the "Letters of Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) ----------------- Borrower from time to time on any Business Day during the period from the Execution date of the initial Advance until the Revolving Commitment Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the lesser of (i) $2,000,000 (the "Letter of Credit ---------------- Facility") and (ii) an amount equal to the Termination Date to issue Letters lesser of (A) the Revolving Credit for -------- Commitment minus the account aggregate principal amount of the Company, and to amend or renew Letters of Revolving Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), Advances ----- then outstanding and (B) the Borrowing Base minus the aggregate principal amount ----- of Revolving Credit Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the earlier of (i) the Revolving Commitment Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or upon satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2 ------------ --- hereof with respect to honor drafts under the Existing Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided), that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.16(a) , and, accordingly, repay any --------------- Revolving Credit Advances resulting from drawings thereunder pursuant to Section ------- 2.16(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.under this ------- Section 2.16(a) . --------------- -37-

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "Letters of Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower from time to time on any Business Day during the period from the Execution date of the initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the Termination Date to issue Letters lesser of (i) $5,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(eFacility"), and (ii) an amount equal to the lesser of (A) the sum of the Commitment minus the aggregate principal amount of Advances and Reimbursement Obligations then outstanding and (B) to honor drafts under the Letters sum of Credit; the Borrowing Base minus the aggregate principal amount of Advances and Reimbursement Obligations then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the earlier of (i) the Maturity Date or (ii) one year after the Lenders severally agree to participate in Letters date of Credit Issued for issuance thereof. Immediately upon the account issuance of the Company; providedeach Letter of Credit, that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.15(a), and, accordingly, repay any Advances resulting from drawings thereunder pursuant to Section 2.15(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.15(a).

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "Letters of Credit") for the account of the Borrower or any other Lenders set forth in this SECTION 3.01, (A) Obligor from time to time on any Business Day during the period from the Execution date of the initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the Termination Date to issue Letters least of (i) $20,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(eFacility"), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters remainder of the Borrowing Base minus the aggregate principal amount of Advances then outstanding and the aggregate amount of all drawings under Letter(s) of Credit Issued for not theretofore reimbursed by the account Borrower, and (iii) the Commitment. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the Company; providedearlier of (i) the Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.15(a), and, accordingly, repay any Advances resulting from drawings thereunder pursuant to Section 2.15(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.15(a).

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "Letters of Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower from time to time on any Business Day during the period from the Execution date of the initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed at any time outstanding the Termination Date to issue Letters lesser of (i) $100,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(eFacility"), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters difference of (A) the Commitment minus (B) the aggregate principal amount of Advances then outstanding. No Letter of Credit Issued for shall have an expiration date (including all rights of renewal) later than the account earlier of (i) the Company; providedMaturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance (i) such Lender's Specified Percentage of the Commitment times (ii) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.16(a), repay any Advances resulting from drawings thereunder pursuant to Section 2.16(c) and request the issuance of additional Letters of Credit under this Section 2.16(a). During the term of this Agreement, provided that no Default or Event of Default then exists and subject to the same conditions for the issuance of a Letter of Credit set forth in Section 3.2 hereof, the Company's ability to obtain Issuing Bank may at Borrowerns option, automatically renew any expiring Letters of Credit shall be fully revolving, and, accordingly, for a period of time not to exceed the Company may, during earlier of (x)five (5) days prior to the foregoing period, obtain Letters Maturity Date or (y) one year after the date of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedissuance thereof.

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "LETTERS OF CREDIT") for the account of the other Lenders set forth in this SECTION 3.01Borrower or the joint account of the Borrower and any of its Restricted Subsidiaries, (A) from time to time on any Business Day during the period from the Execution Date to the Termination Date to issue Letters of Credit for the account date of the Company, and initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to amend or renew Letters drawing) not to exceed at any time outstanding the lesser of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c(i) and 3.02(e$75,000,000 (the "LETTER OF CREDIT FACILITY"), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in sum of (A) the Commitment MINUS (B) the aggregate principal amount of Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than one year after the date of issuance thereof (provided, however, if on the Maturity Date there are any Letters of Credit Issued outstanding, the Borrower shall deposit on such date in the L/C Cash Collateral Account immediately available funds in an amount to cash collateralize in full the total outstanding Letters of Credit). The Borrower, together with any of its Restricted Subsidiaries which may be an account party, shall be jointly and severally liable for the account repayment of any Reimbursement Obligation. Immediately upon the Company; providedissuance of each Letter of Credit (or on the Agreement Date, that with respect to Existing Letters of Credit), the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Revolving Credit Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this SECTION 2.16(a), and, accordingly, repay any Advances resulting from drawings thereunder pursuant to SECTION 2.16(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this SECTION 2.16(a).

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (such letters of credit together with the agreements Existing Letters of Credit the "Letters of Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower from time to time on any Business Day during the period from the Execution date of the initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed at any time outstanding the Termination Date to issue Letters lesser of (i) $200,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(eFacility"), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree difference of (A) the Commitment minus (B) the aggregate principal amount of Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the earlier of (i) the Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or, with respect to participate in the Existing Letters of Credit Issued for the account Credit, upon satisfaction of the Company; providedconditions set forth in Sections 3.1 and 3.2 of this Agreement), that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance (i) such Lender's Specified Percentage of the Commitment times (ii) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.16(a), repay any Advances resulting from drawings thereunder pursuant to Section 2.16(c) and request the issuance of additional Letters of Credit under this Section 2.16(a). During the term of this Agreement, provided that no Default or Event of Default then exists and subject to the same conditions for the issuance of a Letter of Credit set forth in Section 3.2 hereof, the CompanyIssuing Bank may at the Borrower's ability to obtain option, automatically renew any expiring Letters of Credit shall be fully revolving, and, accordingly, for a period of time not to exceed the Company may, during earlier of (x) five (5) days prior to the foregoing period, obtain Letters Maturity Date or (y) one year after the date of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedissuance thereof.

The Letter of Credit Facility. (a) On The Borrower may request the Issuing ----------------------------- Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (including the agreements Existing Letters of Credit, the "Letters of Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) ----------------- Borrower or for the joint account of the Borrower and any of its Subsidiaries from time to time on any Business Day during the period from the Execution date of the initial Advance until the Revolving Commitment Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the Termination Date to issue Letters lesser of (i) $10,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(cFacility") and 3.02(e), and (B) to honor drafts under the Letters of Credit; and ------------------------- (ii) the Lenders severally agree sum of (A) the Revolving Credit Commitment minus (B) the aggregate ----- principal amount of Revolving Credit Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the earlier of (i) 45 days before the Revolving Commitment Maturity Date or (ii) eighteen months after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or upon satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2 hereof with respect to participate in the Existing ------------ --- Letters of Credit Issued for the account of the Company; providedCredit), that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.16(a), and, accordingly, repay any Revolving Credit Advances --------------- resulting from drawings thereunder pursuant to Section 2.16(c) and request the Company may, during the foregoing period, obtain --------------- issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.under this Section 2.16(a). ---------------

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "LETTERS OF CREDIT") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower from time to time on any Business Day during the period from the Execution Date to the Termination Date to issue Letters of Credit for the account date of the Companyinitial Advance until the Facility A Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, and to amend or renew Letters at any time outstanding, the lesser of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c(i) and 3.02(e), and $5,000,000 (Bthe "LETTER OF CREDIT FACILITY") to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters Borrowing Base, less the sum of (A) the aggregate principal amount of Facility A Advances then outstanding plus (B) the aggregate principal amount of Swing Line Advances outstanding. No Letter of Credit Issued for shall have an expiration date (including all rights of renewal) later than the account earlier of (i) the Company; providedFacility A Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this SECTION 2.15(a), and, accordingly, repay any Facility A Advances resulting from drawings thereunder pursuant to SECTION 2.15(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this SECTION 2.15(a).

The Letter of Credit Facility. (ai) On Subject to the terms and conditions set forth herein herein, (iA) the each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this SECTION 3.01Section 2.03, (A1) from time to time on any Business Day during the period from the Execution Effective Date to until the Termination Date Letter of Credit Expiration Date, to issue Letters of Credit for the account of the CompanyBorrower or any of its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(eSection 2.03(b), and (B2) to honor drafts drawings under the Letters of Credit; and (iiB) the Lenders severally agree to participate in Letters of Credit Issued issued for the account of the CompanyBorrower or its Subsidiaries and any drawings thereunder; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE"), after giving effect to such Issuanceany L/C Credit Extension with respect to any Letter of Credit, (1w) the Effective Amount aggregate outstanding amount of all Revolving Credit Advances, L/C Obligations plus the Effective Amount of all Revolving Loans would and Swing Line Advances shall not exceed the lesser of Revolving Credit Facility, (x) the combined Commitments aggregate outstanding Revolving Credit Advances and funded and unfunded participations in L/C Obligations and Swing Line Advances of any Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrowing Base, or (2) the Effective Amount outstanding amount of the L/C Obligations would shall not exceed the Letter of Credit Facility and (z) the outstanding amount of L/C Obligations of any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C CommitmentCredit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which that have expired or which that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Facility. (a) On Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth herein forth, to issue standby letters of credit (itogether with the Existing Letters of Credit, the “Letters of Credit”) for the Issuing Bank agrees, in reliance upon the agreements account of the other Lenders set forth in this SECTION 3.01, (A) any Borrower from time to time on any Business Day during the period from the Execution Date to date hereof until 10 days before the Termination Date to issue in an aggregate Available Amount for all Letters of Credit for not to exceed at any time the account lesser of (i) the Company, and to amend or renew Letters Letter of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), and (B) to honor drafts under the Letters of Credit; Facility at such time and (ii) the Unused Revolving Credit Commitments of the Lenders severally agree to participate in Letters at such time. No Letter of Credit Issued for the account shall have an expiration date (including all rights of the Company; provided, that applicable Borrower or the beneficiary to require renewal) later than the earlier of (A) 10 days before the Termination Date and (B) one year after the date of issuance thereof (but such Letter of Credit may by its terms be automatically renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any that issued such Letter of Credit if, as and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of Issuance the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrowers (with a copy to the "ISSUANCE DATE"Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a “Notice of Termination”)); provided that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such IssuanceLetter of Credit in any event to be extended to a date after the dates referred to in clause (A) above. If either a Notice of Renewal is not given by the applicable Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Agent or the applicable Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (1a “Default Termination Notice”) the Effective Amount terminating such Letter of all L/C Obligations plus the Effective Amount Credit and giving such beneficiary 15 days to draw such Letter of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C CommitmentCredit. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrowers may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.16(a), and, accordingly, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.16(d) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.16(a).

The Letter of Credit Facility. (a) On The Borrower may request the Issuing ----------------------------- Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "Letters of ---------- Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower or any Subsidiary from time to time on ------ any Business Day during the period from the Execution date of the initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed at any time outstanding the Termination Date to issue Letters lesser of (i) $175,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(cFacility") and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in sum of (A) the Commitment minus (B) -------------------------- ----- the aggregate principal amount of Advances then outstanding. No Letter of Credit (other than the Tax-Exempt Letters of Credit Issued for the account Credit) shall be issued to support any obligation of the Company; providedBorrower or any Subsidiary in respect of debt for borrowed money. No Letter of Credit (other than the Tax-Exempt Letters of Credit) shall have an expiration date (including all rights of renewal) later than the earlier of (i) ten days prior to the Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or, that with respect to the Existing Letters of Credit, on the Agreement Date), the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance (x) such Lender's Specified Percentage of the Commitment times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.16(a), and, accordingly, repay any Advances resulting from drawings thereunder pursuant to Section 2.16(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.16(a).

The Letter of Credit Facility. (a) On Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth herein forth, to issue letters of credit (itogether with the Existing Letters of Credit, the "Letters of Credit") for the Issuing Bank agrees, in reliance upon the agreements account of the other Lenders set forth in this SECTION 3.01, (A) any Borrower from time to time on any Business Day during the period from the Execution Date to date hereof until 10 days before the Termination Date to issue (i) in an aggregate Available Amount for all Letters of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the such Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, exceed at any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE"), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed time the lesser of (x) the combined Commitments Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment and (ii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to an amount equal to the Borrowing BaseUnused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of (A) 10 days before the Termination Date and (B) (1) in the case of a Standby Letter of Credit, one year after the date of issuance thereof (but such Standby Letter of Credit may by its terms be automatically renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Standby Letter of Credit and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrowers (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a "Notice of Termination")) and (2) in the Effective Amount case of a Documentary Letter of Credit, one year after the L/C Obligations date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would exceed have been automatically renewed and (z) not permit the L/C Commitmentexpiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date after the dates referred to in clause (A) above. If either a Notice of Renewal is not given by the applicable Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Agent or the applicable Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "Default Termination Notice") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrowers may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.16(a), and, accordingly, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.16(d) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.16(a).

The Letter of Credit Facility. (a) Subject to all of the terms and conditions hereof, the Combined Commitments (subject to the limitation of the L/C Commitment) may be availed by the Company in the form of Letters of Credit. On the terms and conditions set forth herein (i) the Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this SECTION 3.01, (A) from time to time on any Business Day during the period from the Execution Closing Date to the Termination Date to issue Letters of Credit payable in Dollars or in an Offshore Currency for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS Sections 3.02(c) and 3.02(e3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if, if as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATEIssuance Date"), after giving effect to such Issuance, ) (1) the Effective Amount of the U.S. Dollar Equivalent of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed exceeds the lesser of (x) the combined Commitments and (y) the Borrowing BaseCombined Commitments, or (2) the Effective Amount of the U.S. Dollar Equivalent of all L/C Obligations would exceed exceeds the L/C Commitment, (3) the participation of any Bank in the Effective Amount of the U.S. Dollar Equivalent of all L/C Obligations plus the Effective Amount of the Revolving Loans of such Bank exceeds such Bank's Commitment, or (4) the Effective Amount of the U.S. Dollar Equivalent of L/C Obligations for Financial Letters of Credit exceeds $15,000,000. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, Letters of Credit for the agreements account of the other Lenders set forth in this SECTION 3.01, (A) Borrower from time to time on any Business Day during the period from the Execution date of the initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the Termination Date to issue Letters lesser of (i) $5,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(cFacility") and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters Borrowing Base, less the aggregate principal amount of all Advances then outstanding. No Letter of Credit Issued for shall have an expiration date (including all rights of renewal) later than the account earlier of (i) the Company; providedMaturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.15(a), and, accordingly, repay any Advances resulting from drawings thereunder pursuant to Section 2.15(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.15(a).

The Letter of Credit Facility. Pursuant to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (asuch Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") On for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forth herein forth, to issue letters of credit (itogether with the Existing Letters of Credit, the "Letters of Credit") for the Issuing Bank agrees, in reliance upon the agreements account of the other Lenders set forth in this SECTION 3.01, Borrower or any of its Subsidiaries (Ait being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the Execution Date to date of the initial Borrowing until 30 days before the Termination Date to issue (i) in an aggregate Available Amount for all Letters of Credit for issued by the account of Fronting Bank not to exceed at any time the Company, and to amend or renew Letters Letter of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), and (B) to honor drafts under the Letters of Credit; Facility and (ii) the Lenders severally agree to participate in Letters of Credit Issued an Available Amount for the account of the Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of each such Letter of Credit (the "ISSUANCE DATE"), after giving effect not to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Unused Revolving Credit Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed Lenders on such Business Day. No Letter of Credit shall have an expiration date (including all rights of the L/C CommitmentBorrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and, in the case of a Documentary Letter of Credit, 180 days after the date of issuance thereof. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.13(a), and, accordingly, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.13(a).

The Letter of Credit Facility. (a) On Subject to the terms and conditions set forth herein herein, (i) the Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this SECTION 3.01, (A) from time to time on any Business Day during the period from the Execution Closing Date to until 30 days before the Revolving Credit Termination Date to issue Letters of Credit for the account of the CompanyCompany (it being understood that such Letter of Credit may be for the benefit of any of its Subsidiaries), and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(csubsections 3.2(c) and 3.02(e3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders Banks severally agree to participate in Letters of Credit Issued for the account of the CompanyCompany (it being understood that such Letter of Credit may be for the benefit of any of its Subsidiaries); provided, that the Issuing Bank shall not be obligated to Issue, and no Lender Bank shall be obligated to participate in, any Letter of Credit if, if as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATEIssuance Date"), after giving effect to such Issuance, ) (1) the aggregate Effective Amount of all Revolving Loans, Swingline Loans, and L/C Obligations plus exceeds the Aggregate Revolving Credit Commitment, (2) the Effective Amount of all Revolving Loans would exceed of such Bank plus the lesser participation of (x) such Bank, if any, in the combined Commitments aggregate Effective Amount of all Swingline Loans and (y) the Borrowing BaseL/C Obligations exceeds such Bank's Revolving Credit Commitment, or (23) the Effective Amount of the L/C Obligations would exceed exceeds the L/C Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed. Upon the initial Credit Extension, all Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after such Credit Extension shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, one or more Letters of Credit for the agreements account of the other Lenders set forth in this SECTION 3.01Borrower and/or any of its Subsidiaries (provided that, if any Letter of Credit is issued for the account of any Subsidiary, the Borrower shall be jointly and severally liable with respect to such Letter of Credit pursuant to the terms of the Letter of Credit Agreement (Aas defined below) governing such Letter of Credit) from time to time on any Business Day during the period from the Execution date of the initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the Termination Date to issue Letters lesser of (i) $50,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(cFacility") and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) an amount equal to the Lenders severally agree Commitment minus the aggregate principal amount of Revolving Credit Advances and Swing Line Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the earlier of (i) ten days prior to participate the Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit (or upon satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2 hereof with respect to the Existing Letters of Credit Issued for the account of the Company; providedCredit), that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.15(a), and, accordingly, repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.15(c) hereof and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.15(a).

The Letter of Credit Facility. (ai) On Subject to the terms and conditions set forth herein herein, (iA) the each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this SECTION 3.01Section 2.03, (A1) from time to time on any Business Day during the period from the Execution Effective Date to until the Termination Date Letter of Credit Expiration Date, to issue Letters of Credit for the account of the CompanyBorrower or any of its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(eSection 2.03(b), and (B2) to honor drafts drawings under the Letters of Credit; and (iiB) the Revolving A Lenders severally agree to participate in Letters of Credit Issued issued for the account of the CompanyBorrower or its Subsidiaries and any drawings thereunder; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE"), after giving effect to such Issuanceany L/C Credit Extension with respect to any Letter of Credit, (1w) the Effective Amount aggregate outstanding amount of all Revolving A Credit Advances, L/C Obligations plus the Effective Amount of all Revolving Loans would and Swing Line Advances shall not exceed the lesser of Revolving A Credit Facility, (x) the combined Commitments aggregate outstanding Revolving A Credit Advances and funded and unfunded participations in L/C Obligations and Swing Line Advances of any Lender shall not exceed such Lender’s Revolving A Credit Commitment, (y) the Borrowing Base, or (2) the Effective Amount outstanding amount of the L/C Obligations would shall not exceed the Letter of Credit Facility and (z) the outstanding amount of L/C Obligations of any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C CommitmentCredit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which that have expired or which that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Facility. Pursuant to the Existing Credit Agreement, the Fronting Bank has issued Letters of Credit (asuch Letters of Credit as are outstanding on the date hereof under the Existing Credit Agreement and set forth on Schedule II being the "Existing Letters of Credit") On for the account of the Borrower. Effective as of the Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit under this Agreement and each Lender on the date hereof will be deemed to have purchased and received, without further action on the part of any party, an undivided interest and participation in such existing Letters of Credit, based upon such Lender's Pro Rata Share of its Revolving Credit Commitment under this Agreement. Any such interest and participation so purchased shall automatically become an undivided interest and participation in such Letters of Credit. In addition, the Fronting Bank agrees, on the terms and conditions hereinafter set forth herein forth, to issue letters of credit (itogether with the Existing Letters of Credit, the "Letters of Credit") for the Issuing Bank agrees, in reliance upon the agreements account of the other Lenders set forth in this SECTION 3.01, Borrower or any of its Subsidiaries (Ait being understood that the Obligations with respect to such Letters of Credit shall be Obligations of the Borrower notwithstanding that such Letters of Credit shall be for the account of its Subsidiaries) from time to time on any Business Day during the period from the Execution Date to date of the initial Borrowing until 30 days before the Termination Date to issue (i) in an aggregate Available Amount for all Letters of Credit for issued by the account of Fronting Bank not to exceed at any time the Company, and to amend or renew Letters Letter of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(e), and (B) to honor drafts under the Letters of Credit; Facility and (ii) the Lenders severally agree to participate in Letters of Credit Issued an Available Amount for the account of the Company; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of each such Letter of Credit (the "ISSUANCE DATE"), after giving effect not to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Unused Revolving Credit Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed Lenders on such Business Day. No Letter of Credit shall have an expiration date (including all rights of the L/C CommitmentBorrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and, in the case of a Documentary Letter of Credit, 180 days after the date of issuance thereof. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.13(a), and, accordingly, repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.13(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.under this Section 2.13(a). 50

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, if so requested, issue, letters of credit to be denominated in reliance upon Dollars (the agreements "Letters of Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower or for the joint account of the Borrower and any of its Subsidiaries from time to time on any Business Day during the period from the Execution date of the initial Advance until the Revolving Commitment Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the Termination Date to issue Letters lesser of (i) $15,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(cFacility") and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters sum of (A) the Revolving Credit Commitment, minus (B) the aggregate principal amount of Revolving Credit Advances and Swing Line Advances then outstanding. No Letter of Credit Issued shall have an expiration date (including all rights of renewal) later than the earlier of (i) 5 Business Days before the Revolving Commitment Maturity Date or (ii) one year after the date of issuance thereof (provided that any Letter of Credit with a one-year term may provide for the account renewal thereof for additional one-year periods, which in no event extend beyond the date referred to in clause (i) of this sentence). Immediately upon the Company; providedissuance of each Letter of Credit, that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Revolving Credit Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.16(a), and, accordingly, repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.16(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.16(a).

The Letter of Credit Facility. (a) On The Borrowers, through the Notification Agent, may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "LETTERS OF CREDIT") for the joint account of the other Lenders set forth in this SECTION 3.01Borrowers or the joint account of any Borrower and any of its Restricted Subsidiaries, (A) from time to time on any Business Day during the period from the Execution Date to the Termination Date to issue Letters of Credit for the account date of the Company, and initial Advance until the Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to amend or renew Letters drawing) not to exceed at any time outstanding the lesser of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c(i) and 3.02(e$50,000,000 (the "LETTER OF CREDIT FACILITY"), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders sum of (A) the Commitment MINUS (B) the aggregate principal amount of Advances then outstanding. No Letter of Credit shall have an expiration date (including all rights of renewal) later than the earlier of (i) the Maturity Date or (ii) one year after the date of issuance thereof. The Borrowers, together with any of their Restricted Subsidiaries which may be an account party, shall be jointly and severally agree liable for the repayment of any Reimbursement Obligation. Immediately upon the issuance of each Letter of Credit (or on the Agreement Date, with respect to participate in Existing Letters of Credit Issued for the account of the Company; providedCredit), that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrowers under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrowers, through the Notification Agent, may request the issuance of Letters of Credit shall be fully revolvingunder this SECTION 2.16(a), and, accordingly, repay any Advances resulting from drawings thereunder pursuant to SECTION 2.16(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this SECTION 2.16(a).

The Letter of Credit Facility. (a) On The Borrower may request the Issuing Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "Letters of Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower from time to time on any Business Day during the period from the Execution date of the initial Advance until the Revolving Commitment Maturity Date in an aggregate maximum drawable amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the lesser of (i) $2,000,000 (or the U.S. dollar equivalent thereof in foreign currencies acceptable to the Termination Date to issue Letters Issuing Bank) (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(cFacility") and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) an amount equal to the Lenders severally agree to participate in Letters Revolving Credit Commitment minus the aggregate principal amount of Revolving Credit Advances then outstanding. No Letter of Credit Issued for shall have an expiration date (including all rights of renewal) later than the account earlier of (i) the Company; providedRevolving Commitment Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.15(a), and, accordingly, repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.15(c) and request the Company may, during the foregoing period, obtain issuance of additional Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursedunder this Section 2.15(a).

The Letter of Credit Facility. (a) On The Borrower may request the Issuing ----------------------------- Bank, on the terms and conditions hereinafter set forth herein (i) forth, to issue, and the Issuing Bank agreesshall, in reliance upon if so requested, issue, letters of credit (the agreements "Letters of ---------- Credit") for the account of the other Lenders set forth in this SECTION 3.01, (A) Borrower from time to time on any Business Day during the period ------ from the Execution date of the initial Advance until the Facility A Maturity Date in an aggregate maximum amount (assuming compliance with all conditions to drawing) not to exceed, at any time outstanding, the Termination Date to issue Letters lesser of (i) $5,000,000 (the "Letter of Credit for the account of the Company, and to amend or renew Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(cFacility") and 3.02(e), and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters Borrowing Base, less the sum of (A) -------------------------- the aggregate principal amount of Facility A Advances then outstanding plus (B) the aggregate principal amount of Swing Line Advances outstanding. No Letter of Credit Issued for shall have an expiration date (including all rights of renewal) later than the account earlier of (i) the Company; providedFacility A Maturity Date or (ii) one year after the date of issuance thereof. Immediately upon the issuance of each Letter of Credit, that the Issuing Bank shall not be obligated deemed to Issuehave sold and transferred to each Lender, and no each Lender shall be obligated deemed to participate inhave purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit ifCredit, as each drawing thereunder and the obligations of the date Borrower under this Agreement in respect thereof in an amount equal to the product of Issuance of (x) such Lender's Specified Percentage times (y) the maximum amount available to be drawn under such Letter of Credit (the "ISSUANCE DATE"assuming compliance with all conditions to drawing), after giving effect to such Issuance, (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Revolving Loans would exceed the lesser of (x) the combined Commitments and (y) the Borrowing Base, or (2) the Effective Amount of the L/C Obligations would exceed the L/C Commitment. Within the foregoing limitslimits of the Letter of Credit Facility, and subject to the other terms and conditions hereoflimits referred to above, the Company's ability to obtain Borrower may request the issuance of Letters of Credit shall be fully revolvingunder this Section 2.15(a), and, accordingly, repay any Facility A Advances resulting from drawings --------------- thereunder pursuant to Section 2.15(c) and request the Company may, during the foregoing period, obtain issuance of additional --------------- Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.under this Section 2.15(a). ---------------

The Letter of Credit Facility. (ai) On Subject to the terms and conditions set forth herein herein, (iA) the each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this SECTION 3.01Section 2.03, (A1) from time to time on any Business Day during the period from the Execution Effective Date to until the Termination Date Letter of Credit Expiration Date, to issue Letters of Credit for the account of the CompanyBorrower or any of its Subsidiaries, and to amend or renew extend Letters of Credit previously issued by it, in accordance with SUBSECTIONS 3.02(c) and 3.02(eSection 2.03(b), and (B2) to honor drafts drawings under the Letters of Credit; and (iiB) the Revolving Lenders severally agree to participate in Letters of Credit Issued issued for the account of the CompanyBorrower or its Subsidiaries and any drawings thereunder; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE"), after giving effect to such Issuanceany L/C Credit Extension with respect to any Letter of Credit, (1w) the Effective Amount aggregate outstanding amount of all Revolving Credit Advances, L/C Obligations plus the Effective Amount of all Revolving Loans would and Swing Line Advances shall not exceed the lesser of Revolving Credit Facility, (x) the combined Commitments aggregate outstanding Revolving Credit Advances and funded and unfunded participations in L/C Obligations and Swing Line Advances of any Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) the Borrowing Base, or (2) the Effective Amount outstanding amount of the L/C Obligations would shall not exceed the Letter of Credit Facility and (z) the outstanding amount of L/C Obligations of any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C CommitmentCredit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company's Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, and accordingly the Company Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which that have expired or which that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.