Subject to the terms and conditions set forth herein, # L/C Issuer agrees, in reliance upon the agreements of Revolving Credit Lenders set forth in this [Section 2.3], # from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection # below, and # to honor drawings under the Letters of Credit; and # Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, # the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, # the Revolving Credit Exposure of any Revolving Credit Lender shall

Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders, subject to any agreements between Agent and individual Revolving Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in [Section 2.11(e)]) which shall accrue at a rate equal to 1.75% per annum times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with [Section 1.06]. Letter of Credit Fees shall be # due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and # computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default under [[Section 8.01(a) or (f)])]] exists, all Letter of Credit Fees shall accrue at the Default Rate.

Letter of Credit Participation. Immediately upon the issuance of each other Letter of Credit hereunder, each Revolving Loan Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received from the applicable Issuing Bank an undivided interest and participation in and to such Letter of Credit, the obligations of the applicable Borrower in respect thereof and the liability of such Issuing Bank thereunder (collectively, an “L/C Interest”) in an amount equal to the amount available for drawing under such Letter of Credit multiplied by such Revolving Loan Lender’s Revolving Pro Rata Share. The applicable Issuing Bank will notify each Revolving Loan Lender promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. On or before the Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, in the case of any other draw on a Letter of Credit, on demand by the Administrative Agent or such Issuing Bank, each Revolving Loan Lender shall make payment to the Administrative Agent, for the account of the applicable Issuing Bank, in immediately available funds in the applicable Agreed Currency in an amount equal to such Revolving Loan Lender’s Revolving Pro Rata Share of the amount of such payment or draw. The obligation of each Revolving Loan Lender to reimburse the applicable Issuing Bank under this [Section 3.6] shall be unconditional, continuing, irrevocable and absolute. In the event that any Revolving Loan Lender fails to make payment to the Administrative Agent of any amount due under this [Section 3.6], the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Loan Lender hereunder until the Administrative Agent receives such payment from such Revolving Loan Lender or such obligation is otherwise fully satisfied; provided, however, that nothing contained in this sentence shall relieve such Revolving Loan Lender of its obligation to reimburse any Issuing Bank for such amounts in accordance with this [Section 3.6].

Letter of Credit Fees. Except as provided in [Section 2.22(B)], the Company agrees to pay:

Letter of Credit Drawings. The obligations of the ​ under this Agreement and any Letter of Credit Agreement and any other agreement or instrument relating to or any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment by the ​ is without prejudice to, and does not constitute a waiver of, any rights the ​ might have or might acquire as a result of the payment by any ​ of any draft or the reimbursement by the ​ thereof):

Letter of Credit Fees. Each Defaulting ​ shall be entitled to receive Letter of Credit Fees for any period during which that ​ is a Defaulting ​ only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to [Section 2.14].

“Commitment” means a Revolving Credit Commitment or a Letter of Credit Commitment.

If an L/C Issuer assigns a portion of its Revolving Credit Commitment (as a Revolving Credit Lender) pursuant to this [Section 10.06] and, after giving effect thereto, such L/C Issuer’s Letter of Credit Commitment exceeds its Revolving Credit Commitment (as a Revolving Credit Lender), then such L/C Issuer’s Letter of Credit Commitment shall automatically be reduced to the greater of # the amount of its Revolving Credit Commitment (as a Revolving Credit Lender) and # the Outstanding Amount of all Letters of Credit issued by such L/C Issuer at the time of such assignment. Such L/C Issuer’s Letter of Credit Commitment shall be further reduced by the amount of each Letter of Credit issued by such L/C Issuer that terminates or expires in accordance with its terms after such assignment until such time as such L/C Issuer’s Letter of Credit Commitment is equal to its Revolving Credit Commitment (as a Revolving Credit Lender).