Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrowers shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledge that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers’ business derives substantial benefits from the businesses of such Restricted Subsidiaries.

Subject to the terms and conditions of this Agreement (including without limitation the provisions of [Article III] and this [Section 2.10(a)]), upon the request of Borrower made in accordance herewith not later than seven (7) days before the Maturity Date, the Issuing Lender shall issue letters of credit denominated in Dollars for the account of Borrower and, if requested by Borrower, for the benefit of one of its Affiliates (each, a “Letter of Credit”), and, subject to the provisions of [Section 2.1(a)(iii)], the Issuing Lender shall amend, renew or extend any Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by any of the individuals identified on [Exhibit R-11]1]] attached hereto (or, in certain cases, two of such individuals, all as set forth in further detail in [Exhibit R-11]1]] attached hereto) and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance satisfactory to the Issuing Lender in its sole and absolute discretion and shall specify # the amount of such Letter of Credit, # the date of issuance, amendment, renewal, or extension of such Letter of Credit, # the expiration of such Letter of Credit, # the name and address of the beneficiary thereof, # the identity of Borrower’s Affiliate for whose benefit such Letter of Credit shall be issued in the event that Borrower requests that the issuing Lender issue a Letter of Credit for the benefit of one of its Affiliates, and # such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit. It is hereby acknowledged that the Issuing Lender shall have no obligation to issue a Letter of Credit # if, after giving effect to the issuance of such requested Letter of Credit, # the Letter of Credit Usage would exceed ​, # the Letter of Credit Usage would exceed the Maximum Revolver Amount less the amount of the Revolving Credit Facility Usage, or # the Letter of Credit Usage would exceed the Borrowing Base at such time less the amount of the Revolving Credit Facility Usage, # at any time when one or more of the ​ is a Defaulting Lender, but only until such time as either # the Revolver Commitments of the Defaulting Lender or Defaulting ​ have been assumed by a Lender that is not a Defaulting Lender, # the Maximum Revolver Amount has been reduced by the amount of such Defaulting Lender’s or Defaulting ​’ Revolver Commitments or # such Defaulting Lender’s Letter of Credit exposure has been cash collateralized, # if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally. Agent shall provide a report to each Lender on a quarterly basis setting forth the then current Letter of Credit Usage and Lender’s Pro Rata Share thereof.

Letters of Credit. During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree to issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower or any Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided # the stated amount of each Letter of Credit shall not be less than ​ for Letters of Credit issued in dollars (or, in the case of a Letter of Credit issued in a Permitted Foreign Currency, the smallest amount of such Permitted Foreign Currency that is an integral multiple of 100,000 units of such currency and that has a Dollar Equivalent in excess of ​) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; # after giving effect to such issuance or increase, in no event shall # the Aggregate Total Exposure exceed the Revolving Commitments then in effect or # any ​’s Total Exposure exceed such ​’s Revolving Commitment; # after giving effect to such issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, # after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Letter of Credit Usage with respect to the Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and # in no event shall any Letter of Credit have an expiration date later than the earlier of # the fifth Business Day prior to the Maturity Date and # the date which is twelve months from the original date of issuance of such Letter of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower and the Applicable Account Party; provided that such Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at least one Business Day prior to the last Business Day that such Issuing Bank may elect not to allow such extension; provided, further, if any ​ is a Defaulting ​, the Issuing Banks shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting ​, including by Cash Collateralizing such Defaulting ​’s Applicable Percentage of the Letter of Credit Usage at such time on terms satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower and the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 or UCP 600, as applicable, shall apply to each Letter of Credit.

“Standby Letters of Credit” means standby letters of credit issued for any lawful purposes of the Borrowers and their Subsidiaries.

Letters of Credit Issued for Consolidated Entities/Unconsolidated Entities. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Consolidated Entity or Unconsolidated Entity, the ​ shall # be required to sign the applicable Letter of Credit Application and # be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The ​ hereby acknowledges that the issuance of Letters of Credit for the account of any Consolidated Entity and/or any Unconsolidated Entity inures to the benefit of the ​, and that the ​’s business derives substantial benefits from the businesses of such Persons.

“Trade Letters of Credit” means trade letters of credit issued in support of trade obligations of Borrowers or the Subsidiaries incurred in the ordinary course of business.

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 the Company or any of its Restricted Domestic Subsidiaries or in such L/C Issuer’s sole and absolute discretion, any of its Foreign Subsidiaries that are Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with [[Section 2.03(b), and (2)])]])] to honor drawings under the Letters of Credit; and # the Revolving ​ severally agree to participate in Letters of Credit issued for the account of the Company or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, # the Total Revolving Outstandings shall not exceed the Revolving Facility, # the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, # the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and # the aggregate Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit; provided, further, that after giving effect to all L/C Credit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the 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 that have expired or 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 Closing Date shall be subject to and governed by the terms and conditions hereof.

its consent) issued for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower will be the applicant and that each Letter of Credit shall be issued by a single Issuing Bank determined by the Borrower to the extent possible such that the Stated Amount of all Letters of Credit issued by an Issuing Bank does not exceed such Issuing Bank’s LC Commitment) and to amend or renew Letters of Credit previously issued by it, in accordance with [[Section 2.05(b), and (B)])]])] to honor drafts under the Letters of Credit, and # the Revolving ​ severally agree to participate in the Letters of Credit issued pursuant to [Section 2.05(d)].

Existing Letters of Credit. The parties hereto agree that the Existing Letters of Credit shall be deemed Letters of Credit for all purposes under this Agreement, without any further action by the Borrower.

Existing Letters of Credit. On the Restatement Date, # each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed converted into a Letter of Credit under this Agreement and subject to the provisions hereof as if each such Existing Letter of Credit had been issued on the Restatement Date by the L/C Issuer, # each such Existing Letter of Credit shall be included in the calculation of L/C Obligations and Revolving Credit Exposure, # the issuer thereof shall be deemed to be the L/C Issuer with respect to such Existing Letter of Credit and # all liabilities of the Borrowers and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations.