Common use of Letters of Credit Clause in Contracts

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 (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 Borrower; provided, (the “Applicable Account Party”i) in the aggregate Dollar Equivalent up to but not exceeding the each Letter of Credit Sublimit and shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 250,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, ; (ivv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the any standby Letter of Credit Usage with respect to have an expiration date later than the Letters earlier of Credit issued by (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such Issuing Bank exceed the standby Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and Credit; (vvi) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such commercial Letter of Credit; and (vii) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 period, and provides notice to so notifies the beneficiary thereof 30 days in advance that effect to the Borrower and the Applicable Account Partysuch standby Letter of Credit will not be so extended; 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 the time such Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 CurrencyBorrower; provided provided, (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued (or the Equivalent Amount thereof 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000any alternative currency) or, in each case, or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increaseissuance, in no event shall (x) the Aggregate Total Exposure Utilization of Revolving Commitments exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitmenteffect; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, ; (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the any standby Letter of Credit Usage with respect to have an expiration date later than the Letters earlier of Credit issued by (1) the Revolving Commitment Termination Date and (2) the date which is 30 months from the date of issuance of such Issuing Bank exceed the standby Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and Credit; (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve 30 months from the original date of issuance of such commercial Letter of Credit; and (vi) Issuing Bank shall be under no obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally and not solely to letters of credit issuable to Borrower. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 period, and provides notice to so notifies the beneficiary thereof 30 days in advance that effect to the Borrower and the Applicable Account Partysuch standby Letter of Credit will not be so extended; 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 the time such Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the each Issuing Banks agree Bank agrees to issue Letters of Credit (or amend, renew, increase or 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 amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided that (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, or such lesser amount as is acceptable to the applicable such Issuing Bank; (iiiii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iiiiv) 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, (ivv) 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, effect and (vvi) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit. Subject to the foregoing, the applicable an Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the applicable such Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower and the Applicable Account PartyBorrower; provided that such Issuing Bank shall is not required to extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, that if any Lender is a Defaulting Lender, the no Issuing Banks Bank 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 the Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage (in an amount equal to the Agreed L/C Cash Collateral Amount with respect thereto) at such time on terms reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, Bank and the Borrower and the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credit. Notwithstanding anything to the contrary set forth herein, an Issuing Bank shall not be required to issue a Letter of Credit if the issuance of such Letter of Credit would violate any laws binding upon such Issuing Bank and/or the issuance of such Letters of Credit would violate any policies of the Issuing Bank applicable to Letters of Credit generally.

Letters of Credit. During the Availability Revolving Credit Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees to issue Letters of Credit for the joint and several account of the Borrowers (on a joint and several basis) or amendany Restricted Subsidiary (provided, extend or increase an outstanding that in the case of any Letter of Credit) at the request and Credit issued for the account of a Restricted Subsidiary, the Borrower or any Subsidiary (the “Applicable Account Party”Borrowers shall be co-applicant and jointly and severally liable with respect thereto) in the aggregate Dollar Equivalent amount up to but not exceeding the Dollar Amount of the Letter of Credit Sublimit and Sub-limit; provided, (i) each Letter of Credit shall be denominated in dollars or Dollars or, at the option of the Borrowers, in a Permitted Foreign an Alternative Currency; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of Amount equal to $100,000) or, in each case, 250,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iiiii) immediately after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Letter Dollar Amount of the Total Utilization of Revolving Credit Usage Commitments exceed the Letter Dollar Amount of the Revolving Credit Sublimit Limit then in effect, ; (iv) immediately after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writingissuance, in no event shall the Dollar Amount of the Letter of Credit Usage with respect Obligations exceed the Dollar Amount of the Letter of Credit Sub-limit then in effect; (v) immediately after giving effect to such issuance, in no event shall the aggregate Dollar Amount of all Letters of Credit issued by such Macquarie Capital Funding LLC, in its capacity as an Issuing Bank Bank, exceed the Letter Macquarie Lender LC Cap (unless agreed to in writing by Macquarie Capital Funding LLC in its sole discretion); (vi) immediately after giving effect to such issuance, in no event shall the aggregate Dollar Amount of all Letters of Credit Issuer Sublimit of such issued by BNP Paribas, in its capacity as an Issuing Bank then Bank, exceed the BNPP LC Cap (unless agreed to in effect, and writing by BNP Paribas in its sole discretion); (vvii) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A) the date that is the fifth Business Day prior to the Maturity scheduled Revolving Credit Commitment Termination Date and (B) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; and (viii) in no event shall any commercial or trade Letter of Credit (A) have an expiration date later than the earlier of (1) the date that is the fifth Business Day prior to the Revolving Credit Commitment Termination Date and (2) the date that is one hundred eighty days from the date of issuance of such commercial Letter of Credit or (B) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year (but, absent the consent of the Issuing Bank, not beyond the date that is five Business Days prior to the scheduled Revolving Credit Commitment Termination Date unless Cash Collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Issuing Bank thereof) each, unless the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect to period; provided, 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 the time such the Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) of its Subsidiaries in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iiiii) after giving effect to such issuance or increaseissuance, in no event shall (x) the Aggregate Total Exposure Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect or Commitments, (y) the Revolving Credit Exposure of any Lender’s Total Exposure Lender exceed such Lender’s Revolving Commitment; Commitment and (iiiz) after giving effect to such issuance or increase, in no event shall the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect, Sublimit; and (iv) 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 (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (B2) the date which is twelve months one (1) year from the original date of issuance of such standby Letter of Credit. Subject to the foregoing, foregoing (other than clause (iv)) the applicable Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect to period; provided, 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 the time such the Issuing Bank must elect to allow such extension; provided, further, if in the event that any Lender is at such time a Defaulting Lender, 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 Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the Issuing Bank’s risk Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the participation in Letters of Credit of such Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage at such time on terms Obligations in a manner reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing BankAgents, the Borrower and the Applicable Account Party when Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit is issuedor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, the rules or any other commercially reasonable means of the ISP 98 shall apply to each Letter of Creditcommunicating with a beneficiary.

Letters of Credit. (a) During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank, in reliance upon the agreements of the other Revolving Credit Lenders pursuant to issue Section 2.22(d) and (e), agrees to issue, at the request of the Borrower, 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 (its Restricted Subsidiaries on the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit terms and denominated in dollars or in a Permitted Foreign Currencyconditions hereinafter set forth; provided provided, that (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than expire on the earlier of (A) the fifth Business Day prior to date one year after the Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000; (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment Amount then in effect and (iv) the Borrower shall not request, and the Issuing Bank shall have no obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter of Credit equal to such Revolving Credit Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance with respect to all other Letters of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that Each issuance of a Letter of Credit will automatically shall be extended for one or more successive periods not deemed to exceed one year each, unless utilize the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect Revolving Commitment of each Lender by an amount equal 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 amount of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Creditparticipation.

Letters of Credit. During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees to issue Letters of Credit (or amend, renew or 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 amount up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign CurrencySublimit; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increaseissuance, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitmenteffect; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, effect and (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Revolving Maturity Date and (B) 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 standby 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 PartyBorrower; provided that such the 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Revolving Lender is a Defaulting Lender, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue 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 the Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability Period, subject Subject to the terms and conditions hereofof this Agreement, Issuing Lender may through the Issuing Banks agree Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Revolving Credit Maturity Date, upon the written request of Borrowers accompanied by a duly executed Letter of Credit Agreement and such other documentation related to the requested Letter of Credit as the Issuing Lender may require, issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and in Dollars for the account of the Borrower or any Subsidiary (the “Applicable Account Party”) Borrowers, in the an aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for all 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable hereunder at any one time outstanding not to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then Maximum Amount. Each Letter of Credit shall be in effect, a minimum face amount of One Hundred Thousand Dollars (iv$100,000) after giving effect to (or such issuance or increase, unless otherwise lesser amount as may be agreed to by the applicable Issuing Bank in writing, in no event shall the Lender) and each Letter of Credit Usage with respect (including any renewal thereof) shall expire not later than the first to occur of (i) thirteen months after the date of issuance thereof and (ii) ten (10) Business Days prior to the Letters Revolving Credit Maturity Date in effect on the date of Credit issued by such issuance thereof, provided, however, with the consent of the Issuing Bank exceed the Lender, a Letter of Credit Issuer Sublimit of may provide that such Issuing Bank then in effect, and (v) in no event shall any Letter of Credit shall automatically renew at the end of such term unless Issuing Lender shall have an expiration date later than the earlier of given written notice at least thirty (A30) the fifth Business Day days prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance expiration of such Letter of Credit. Subject to The submission of all applications in respect of and the foregoing, the applicable Issuing Bank may agree that a issuance of each Letter of Credit will automatically hereunder shall 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 subject in all respects to the Borrower International Standby Practices 98, and any successor documentation thereto and to the Applicable Account Party; provided that such Issuing Bank shall extent not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lenderinconsistent therewith, the Issuing Banks shall not be required to issue, amend, extend or increase laws of the State of Michigan. In the event of any conflict between this Agreement and 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Document other than any Letter of Credit, this Agreement shall control.

Letters of Credit. During the Availability PeriodThe Issuing Banks agree, subject to the terms and conditions hereofof this Agreement, upon request of the Issuing Banks agree Borrower, to issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and from time to time for the account of the Borrower or any Subsidiary (Letters of Credit upon delivery to the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the applicable Issuing Bank of an Application and Agreement for Letter of Credit Sublimit relating thereto in form and denominated in dollars or in a Permitted Foreign Currencycontent acceptable to such Issuing Bank; provided provided, that (i) no Issuing Bank shall issue (or renew) any Letter of Credit if it has been notified by the stated amount Administrative Agent or has actual knowledge that a Default or Event of each Default has occurred and is continuing, (ii) the aggregate Letter of Credit Outstandings shall not exceed the Total Letter of Credit Commitment and (iii) no Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (oror renewed) if, in the case of a after giving effect thereto, Letter of Credit issued in a Permitted Foreign Currency, the smallest amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event Outstandings plus Revolving Credit Outstandings plus outstanding Competitive Bid Loans shall (x) the Aggregate Total Exposure exceed the Total Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Credit Commitment; (iii) after giving effect to such issuance or increase, in no event shall the . No Letter of Credit Usage exceed shall have an expiry date (including all rights of the Borrower or any beneficiary named in such Letter of Credit Sublimit then in effectto require renewal, (iv) 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 but not any renewal options that are subject to the Letters approval of Credit issued by such the Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and (vBank) in no event shall any Letter of Credit have an expiration or payment date occurring later than the earlier to occur of (A) one year after the date of its issuance or the fifth Business Day prior to the Maturity Date and (B) Stated Termination Date. Each request by the date which is twelve months from Borrower for the original date issuance or renewal of issuance of such a Letter of Credit. Subject , whether pursuant to the foregoing, the applicable Issuing Bank may agree that a an Application and Agreement for Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachotherwise, unless shall constitute its certification that 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 conditions specified in Section 5.2 with respect to such issuance or renewal have been satisfied. At any one time during the participation in Letters term of this Agreement, not more than four (4) different Revolving Credit of such Defaulting Lender, Lenders (including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage at such time on terms satisfactory any Closing Date Existing Issuing Banks) shall be allowed to the applicable act as an 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 shall apply to each Letter of Credit.

Letters of Credit. During the Availability period that is at least ten (10) Business Days prior to the end of the Revolving Credit Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 Borrower; provided, (the “Applicable Account Party”i) in the aggregate Dollar Equivalent up to but not exceeding the each Letter of Credit Sublimit and shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, or such lesser amount as is acceptable to the applicable Issuing Bank; (iiiii) after giving effect to such issuance or increaseissuance, in no event shall (x) the Aggregate Total Exposure Outstanding Amount of the Revolving Credit Loans, L/C Obligations and Swing Line Loans exceed the Revolving Credit Commitments then in effect or and (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the Letter Outstanding Amount of Credit Usage the L/C Obligations exceed the Letter of Credit Sublimit then in effect, (iv) 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, L/C Sublimit; and (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth ten (10) Business Day Days prior to the Revolving Credit Maturity Date (the “Letter of Credit Expiration Date”) (unless such Letter of Credit is Cash Collateralized) and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 period; provided, the Borrower and the Applicable Account Party; provided that such Issuing Bank shall not be required to extend any such Letter of Credit if it has received written notice from the Administrative Agent or any Loan Party that an Event of Default has occurred and is continuing at least seven (7) days prior to the time such the Issuing Bank must elect to allow such extension; provided, provided further, if any Lender is a Defaulting Lender, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless either (i) such Defaulting Lender’s participation in such Letter of Credit can be reallocated among the applicable Non-Defaulting Lenders in accordance with their Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) as provided in Section 2.22(a)(iv) or (ii) the Borrower Cash Collateralizes the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) and any Cash Collateral provided by such Defaulting Lender) or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower to eliminate such the Issuing Bank’s risk with respect to the participation in Letters such Letter of Credit of such the Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, that (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth five Business Day Days prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby Letter of Credit will shall 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 period; provided, 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 the time such the Issuing Bank must elect to allow such extension; provided, further, if any Lender that in the event there is a Defaulting Lender, the Issuing Banks Bank shall not be required to issue, amend, renew or extend or increase any Letter of Credit unless to the applicable extent (x) the Defaulting Lender’s Pro Rata Share of Letter of Credit Commitment may not be reallocated pursuant to Section 2.22(a) or (y) the Issuing Bank has not otherwise entered into arrangements satisfactory to it and the Borrower to eliminate such the Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of Credit.the

Letters of Credit. During the Availability PeriodEach Issuing Bank severally, subject to but not jointly, agrees, on the terms and conditions hereofhereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (such letters of credit, the Issuing Banks agree to issue “Letters of Credit (or amendCredit”), extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower or from time to time on any Subsidiary Business Day during the period from the date hereof until 60 days before the RC Maturity Date in an aggregate Available Amount (the “Applicable Account Party”i) in the aggregate Dollar Equivalent up for all Letters of Credit not to but not exceeding exceed at any time the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orFacility at such time, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 for all Letters of Credit issued by such Issuing Bank not to exceed the such Issuing Bank’s Letter of Credit Issuer Sublimit Commitment at such time, (iii) for all Letters of Credit issued by such Issuing Bank then in effectnot to cause the Facility Exposure attributable to Revolving Credit Advances made by such Issuing Bank and Letters of Credit issued by such Issuing Bank to exceed such Issuing Bank’s Revolving Credit Commitment, and (viv) in no event shall any for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (A) 60 days before the fifth Business Day prior to the RC Maturity Date and (BA) in the date which is twelve months from case of a Standby Letter of Credit one year after the original date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit. Subject Credit but in any event at least three Business Days prior to the foregoingdate 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 Borrower (with a copy to the Administrative 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 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, 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 have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the RC Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable 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 applicable Issuing Bank may agree in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Letter Notice of Credit will automatically Renewal had been timely delivered and in such case, a Notice of Renewal shall be extended deemed to have been so delivered for one or more successive periods not to exceed one year each, unless all purposes under this Agreement. Within 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage limits of the Letter of Credit Usage at such time on terms satisfactory Facility, and subject to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Banklimits referred to above, the Borrower and may request the Applicable Account Party when a issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit is issued, Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the rules issuance of the ISP 98 shall apply to each Letter additional Letters of CreditCredit under this Section 2.01(b).

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) of its Subsidiaries in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Outstanding Amount of the Revolving Obligations exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Outstanding Amount of the Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (B2) the date which is twelve months one (1) year from the original date of issuance of such standby Letter of Credit. Subject to the foregoingforegoing (other than clause (v)), the applicable Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect to period; provided, 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 the time such the Issuing Bank must elect to allow such extension; provided, further, if in the event that any Revolving Lender is at such time a Defaulting Lender, 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 Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Defaulting Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage at such time on terms Obligations in a manner reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing BankAdministrative Agent, the Borrower and the Applicable Account Party when Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit is issuedor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, the rules or any other commercially reasonable means of the ISP 98 shall apply to each Letter of Creditcommunicating with a beneficiary.

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, during the Issuing Banks agree to issue Letters of Credit (or amendperiod from and including the Effective Date to, 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 including the Letter of Credit Sublimit and Expiration Date, each Issuing Lender shall take such Letter of Credit Actions denominated in dollars Dollars or in a Permitted Foreign Currencyany Alternative Currency as Borrower may from time to time request; provided provided, however, that (i) the stated amount Outstanding Revolving Obligations of each Letter of Credit Lender shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; Commitment at any time, (ii) the Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of all outstanding Competitive Loans shall not exceed the combined Revolving Commitments at any time, (iii) after giving effect to such issuance or increase, in no event shall the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit then in effect, at any time and (iv) the Letter of Credit Usage in respect of Letters of Credit issued by each Issuing Lender shall not exceed the Letter of Credit Commitment of such Issuing Lender at any time. All Existing Letters of Credit shall be deemed to be Letters of Credit issued hereunder on the Effective Date for the account of Borrower, and the participations therein created pursuant to the Existing Credit Agreement shall be superseded by participations created by Section 2.03(b) hereof. Subject to subsection (f) below and unless consented to by the applicable Issuing Lender and Administrative Agent, and except for any Existing Letter of Credit which expires more than 12 months after the date of its issuance or last renewal, no Letter of Credit may expire more than 12 months after the date of its issuance or last renewal; provided, however, that (x) subject to clause (y), no Letter of Credit shall expire after the Business Day which is at least five days prior to the Revolving Termination Date (as it may be extended) and (y) a Letter of Credit may expire up to the date that is one year after the Revolving Termination Date (as it may be extended) with the consent of the Issuing Lender in respect thereof (which consent shall not be unreasonably withheld) so long as Borrower shall, at least 15 days prior to the Revolving Termination Date (as it may be extended) (or for any Letters of Credit issued after such date, the date of issuance) deposit cash in the Dollar Amount equal to the Letter of Credit Usage applicable to it in a Letter of Credit Cash Collateral Account. In the event that any Lender’s Commitment terminates prior to an extended Revolving Termination Date as contemplated by Section 2.01(e), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such issuance termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date all or increasea portion of the outstanding Revolving Loans, unless otherwise agreed and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so. If any Letter of Credit Usage remains or is expected to by remain outstanding on the applicable Issuing Bank Revolving Termination Date (as it may be extended), Borrower shall, at least 15 days prior to the Revolving Termination Date (as it may be extended), deposit cash in writing, in no event shall an amount equal to the Letter of Credit Usage with respect applicable to the Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then it in effect, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of CreditCollateral Account.

Letters of Credit. During Landlord is currently holding the Availability Period, subject to the terms and conditions hereoffollowing letters of credit (collectively, the Issuing Banks agree “Existing Letters of Credit”). Upon execution of this Second Amendment Landlord and Tenant shall take such actions as may be required (at Tenant’s option) to issue (i) reduce the collective balance of the Existing Letters of Credit to $300,000, or (ii) to substitute a new letter of credit for the benefit of Landlord in the amount $300,000 issued by any of Silicon Valley Bank, Comerica Bank, Bank of America or amend, extend Xxxxx Fargo or increase an outstanding another national bank acceptable to Landlord (the “New Letter of Credit”) at and otherwise meeting the request and for the account requirements of Section 4 of the Borrower or any Subsidiary First Amendment (whereupon Landlord shall return the “Applicable Account Party”) in the aggregate Dollar Equivalent up Existing Letters of Credit to but not exceeding the Tenant). The New Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided Existing Letters of Credit as the case may be shall be governed by all of the terms of Section 4 of the First Amendment, except that (ia) the stated total amount thereof shall be reduced to $150,000 ninety (90) days after Tenant provides Landlord with a certificate from Tenant’s chief financial officer to the effect financial statements showing that for two (2) consecutive quarters Tenant has recorded positive net income in accordance with GAAP, (b) all letters of each credit shall be returned to Tenant subject to Tenant’s delivery to Landlord of a cash Security Deposit of $70,717, ninety (90) days after Tenant provides Landlord with a certificate from Tenant’s chief financial officer to the effect that for four (4) consecutive quarters Tenant has recorded positive net income in accordance with GAAP, and (c) even if Tenant has not met the requirements of either (a) or (b), the New Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of such existing Letter of Credit, as the case may be, shall be reduced to $200,000 on January 1, 2011, in all cases so long as Tenant is not then in default under the Lease. Subject to the foregoing, the applicable Issuing Bank may agree that a Letter Tenant’s interim (quarterly) financial statements for purposes of Credit will automatically determining profitability and letter of credit reductions purposes shall 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 prepared in accordance with GAAP 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 Tenant’s normal internal reporting functions. The terms of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage paragraph F of the Letter of Credit Usage at such time on terms satisfactory Addendum No. 1 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 shall apply to each Letter of CreditLease are deleted in their entirety.

Letters of Credit. During 5.1 L/C Commitment (a) As of the Availability PeriodClosing Date, subject the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Banks agree agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit (or amend, extend or increase an outstanding Letter of Credit”) at the request and for the account of the relevant Borrower and for the benefit of such Borrower or any Subsidiary (of such Borrower on any Business Day from the “Applicable Account Party”) Closing Date until the date that is ten Business Days prior to the Maturity Date in the aggregate Dollar Equivalent up such form as may be approved from time to but not exceeding the time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orif, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increaseissuance, in no event shall (xi) the Aggregate Total Exposure L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments then in effect would be greater than the Revolving Loan Commitments or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to the Utilized Revolving Commitments of such issuance or increase, in no event shall the Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit Usage exceed the Letter of Credit Sublimit then shall (i) be denominated in effectDollars, (ivii) after giving effect to such issuance or increase, have a face amount of at least $1,000,000 (unless otherwise agreed to by the applicable Issuing Bank in writing, in Lender) and expire 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (Ax) the fifth first anniversary of its date of issuance and (y) the date that is five Business Day Days prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit. Subject to the foregoingDate; provided, the applicable Issuing Bank may agree that a Letter of Credit will automatically be extended for that, if one or more successive periods Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not to exceed one year eachlater than (i) five days preceding the Maturity Date, unless the applicable Issuing Bank elects not to extend for any such additional period cash collateralize in accordance with Section 5.9, on terms and provides notice to that effect conditions satisfactory to the Borrower Administrative Agent and Issuing Lenders, an amount equal to the Applicable Account Party; provided that L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Bank shall not extend any Lenders, an amount equal to the L/C Obligations with respect to such Letter Letters of Credit if it has received written notice that an Event of Default has occurred and the relevant Borrower’s Rating in effect is continuing at the time such Issuing Bank must elect to allow such extensionlower than BBB- as published by S&P, is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, further, if any Lender is a Defaulting Lender, that the Issuing Banks shall not be required to issue, amend, extend or increase any Letter obligations under this Section 5 in respect 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 (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter Letters of Credit Usage at such time on terms satisfactory remain outstanding and (ii) each Lender shall be reinstated, to the applicable extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing BankLender after the Maturity Date. Unless otherwise expressly agreed Amounts held in such cash collateral account shall be held and applied by the applicable Issuing Bank, Administrative Agent in the Borrower manner and for the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Creditpurposes set forth in Section 10.2(c).

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the each Issuing Banks agree Bank agrees 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”) of its Subsidiaries in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iiiii) after giving effect to such issuance or increaseissuance, in no event shall (x) the Aggregate Total Exposure Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect or Commitments, (y) the Revolving Credit Exposure of any Lender’s Total Exposure Lender exceed such Lender’s Revolving Commitment; Commitment and (iiiz) after giving effect to such issuance or increase, in no event shall the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect, Sublimit; and (iv) 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 (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (B2) the date which is twelve months one (1) year from the original date of issuance of such standby Letter of Credit. Subject to the foregoing, the applicable foregoing (other than clause (iv)) any Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the applicable such Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower and the Applicable Account Partyperiod; provided that such provided, no 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 the time such Issuing Bank must elect to allow such extension; provided, further, if in the event that any Lender is at such time a Defaulting Lender, 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 such Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such Issuing Bank’s risk Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the participation in Letters of Credit of such Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage at such time on terms Obligations in a manner reasonably satisfactory to the applicable Agents, such Issuing BankBank shall not be obligated to issue or extend any Letter of Credit hereunder. Unless otherwise expressly agreed by the applicable The Issuing Bank, the Borrower and the Applicable Account Party when Bank may send a Letter of Credit is issuedor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, the rules or any other commercially reasonable means of the ISP 98 shall apply to each Letter of Credit.communicating with a beneficiary. (b)

Letters of Credit. During The Bank agrees to (x) issue standby letters of credit (each an “LOC” and collectively the “LOCs”) for the account of ACE or for the account of any Wholly-owned Subsidiary of ACE, provided that ACE shall be a joint applicant and account party with respect to any such LOC, and (y) extend the expiration date for or increase the amount of LOCs, in each case from time to time on any Business Day during the Availability Period, subject ; provided that (a) the Bank shall not have any obligation to the terms and conditions hereof, the Issuing Banks agree to issue Letters of Credit (or amendissue, extend or increase an outstanding Letter the amount 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 LOC if (i) the stated amount of each Letter of aggregate Credit shall not be less than $100,000 for Letters of Credit issued in dollars Exposure (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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance issuance, extension or increase, in no event shall (x) the Aggregate Total Exposure would exceed the Revolving Commitments then in effect Commitment Amount; or (yii) such issuance, extension or increase would conflict with or cause the Bank to exceed any Lender’s Total Exposure exceed such Lender’s Revolving Commitmentlimit imposed by applicable law or any applicable requirement thereof; (iiib) after giving effect each LOC shall be denominated in Dollars, Sterling, Euro or another currency requested by ACE and acceptable to such issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in its sole discretion; (c) each LOC shall be payable only against sight drafts (and not time drafts); (d) no event LOC 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 (v) in no event shall any Letter of Credit have an a scheduled expiration date (including all rights of ACE or the beneficiary to require extension thereof) later than the earlier scheduled Final Expiration Date; (e) each Lloyd’s LOC shall be issued for the benefit of Lloyd’s in the form at the time of issue required by Lloyd’s for the purposes of being eligible to be included in the Funds at Lloyd’s of a Member; (Af) each Lloyd’s LOC shall be issued for the purposes of being included in the Funds at Lloyd’s of a Member that is a Wholly-owned Subsidiary of ACE and is not a member of any syndicate at Lloyd’s other than the Syndicate; (g) the fifth Business Day prior Bank shall not have any obligation to issue any LOC (other than a Lloyd’s LOC) that the Maturity Date Bank determines, in the exercise of its reasonable judgment consistent with its customary practice, is unsatisfactory in form or substance; and (Bh) the date which Bank shall not have any obligation to issue an LOC that is twelve months from to be issued in favor of a beneficiary that is a Sanctioned Person or is organized under the original date laws of issuance of such Letter of Credita Sanctioned Country. Subject to the foregoing, the applicable Issuing Bank An LOC may agree that a Letter of Credit will by its terms be 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 Partyextendible annually; provided that such Issuing the 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase permit any Letter of Credit unless such automatic extension if the applicable Issuing Bank has entered into arrangements satisfactory to determined that it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage would have no obligation at such time to issue such LOC as extended under the terms hereof, in which case the Bank shall notify the beneficiary thereof of its election not to extend such LOC (which the Bank agrees to do on terms satisfactory and subject to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower and the Applicable Account Party when a Letter terms of Credit is issued, the rules of the ISP 98 shall apply to each Letter of CreditSection 2.02(c)).

Letters of Credit. During the Availability Revolving Loan Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) Representative in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Loan Commitments exceed the lesser of (A) the Revolving Loan Commitments then in effect and (B) the Borrowing Base; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any Letter of Credit be issued later than thirty (30) days prior to the Revolving Loan Commitment Termination Date or have an expiration date later than the earlier of five (A5) the fifth Business Day Days prior to the Maturity Revolving Loan Commitment Termination Date and (B) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit. Subject to the foregoing, upon the applicable request of Borrower Representative, Issuing Bank may agree that will issue a Letter of Credit that automatically 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 Partyperiod; provided that such provided, 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is in the event a Defaulting LenderFunding Default exists, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower Representative to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability Period, subject Subject to the terms and conditions hereofof this Agreement, Issuing Lender may, but shall not be required to (provided, however, that the Issuing Banks agree Lender hereby agrees, subject to satisfaction of all conditions herein, to issue on the Effective Date back to back Letters of Credit or a replacement Letter of Credit with respect to the Existing Letters of Credit), through the Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Revolving Credit Maturity Date, upon the written request of the Borrowers accompanied by a duly executed Letter of Credit Agreement and such other documentation related to the requested Letter of Credit as the Issuing Lender may require, issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and in Dollars for the account of the Borrower or any Subsidiary (the “Applicable Account Party”) Borrowers, in the an aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for all 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable hereunder at any one time outstanding not to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then Maximum Amount. Each Letter of Credit shall be in effect, a minimum face amount of One Hundred Thousand Dollars (iv$100,000) after giving effect to (or such issuance or increase, unless otherwise lesser amount as may be agreed to by the applicable Issuing Bank in writing, in no event shall the Lender) and each Letter of Credit Usage with respect (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) five (5) Business Days prior to the Letters Revolving Credit Maturity Date in effect on the date of Credit issued by issuance thereof, unless such Issuing Bank exceed the Letter of Credit Issuer Sublimit is backstopped at the time of issuance of such Issuing Bank then in effect, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier by a letter of (A) the fifth Business Day prior credit reasonably satisfactory to the Maturity Date and (B) Issuing Lender or the date which is twelve months from Borrowers have posted on the original date of issuance of such Letter of Credit. Subject Credit cash collateral to an account at the Issuing Lender and in which the Borrowers grant a security interest to the foregoing, Agent (for the applicable Issuing Bank may agree that a Letter benefit of Credit will automatically be extended for one or more successive periods not the Lenders) in an amount equal to exceed one year each, unless 103% of the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect to face amount of 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 outstanding Letters of Credit as of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage at such time date on terms satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower Agent and the Applicable Account Party when a Issuing Lender in their reasonable discretion, in which case the expiry date of such cash collateralized or backstopped Letters of Credit may be up to twelve (12) months after the date of issuance thereof, provided that any standby Letter of Credit is issuedwith a 1-year tenor may provide for automatic renewal thereof for additional 1-year periods (which, in no event shall extend beyond the rules date referred to in the foregoing clause (ii), except to the extent cash collateralized or backstopped in accordance with the foregoing at the time of issuance thereof), unless the ISP 98 shall apply Issuing Lender notifies the beneficiary thereof prior to the then applicable expiration date that such Letter of Credit will not be renewed. The submission of all applications in respect of and the issuance of each Letter of Credit hereunder shall be subject in all respects to such industry rules and governing law as are reasonably acceptable to the Issuing Lender. In the event of any conflict between this Agreement and any Letter of Credit Document other than any Letter of Credit, this Agreement shall control.

Letters of Credit. During the Availability PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, the Issuing Banks agree to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit and to continue any Existing Letters of Credit (or amendset forth on Schedule IV hereto) (collectively, extend or increase an outstanding Letter the “Letters of Credit) at the request and ”), for the account of the Borrower or from time to time on any Subsidiary Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (the “Applicable Account Party”i) in the aggregate Dollar Equivalent up for all Letters of Credit not to but not exceeding exceed at any time the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orFacility at such time, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 for all Letters of Credit issued by such Issuing Bank not to exceed the such Issuing Bank’s Letter of Credit Issuer Sublimit of Commitment at such Issuing Bank then in effecttime, and (viii) in no event shall any for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (Aa “Notice of Renewal”) given to the fifth Issuing Bank that issued such Letter of Credit and the Administrative 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 Day Days prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance the proposed renewal of such Letter of Credit. Subject to the foregoing, Credit and upon fulfillment of 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, conditions set forth in Article III 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 has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit if it has received written notice that an Event but in any event at least 30 Business Days prior to the date of Default has occurred and is continuing at the time automatic renewal of its election not to renew such Issuing Bank must elect to allow such extensionLetter of Credit (a “Notice of Termination”); provided, furtherhowever, if any Lender is a Defaulting Lender, that the Issuing Banks shall not be required to issue, amend, extend or increase any terms of each Letter of Credit unless that is automatically renewable annually shall (x) require the applicable Issuing Bank has entered into arrangements satisfactory that issued such Letter of Credit to it 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 Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower to eliminate such or a Notice of Termination is given by the relevant Issuing Bank’s risk with respect Bank pursuant to the participation in Letters 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 Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such Defaulting Lendercase, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Usage at such time on terms satisfactory Facility, and subject to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Banklimits referred to above, the Borrower and may request the Applicable Account Party when a issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit is issued, Advances resulting from drawings thereunder pursuant to Section 2.04(d) and request the rules issuance of the ISP 98 shall apply to each Letter additional Letters of CreditCredit under this Section 2.01(c).

Letters of Credit. (a) During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank, in reliance upon the agreements of the other Lenders pursuant to issue subsections (d) and (e) of this Section, agrees to issue, at the request of the Borrower, 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 (on the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit terms and denominated in dollars or in a Permitted Foreign Currencyconditions hereinafter set forth; provided that (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit issued in dollars (or, in the case of a any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (provided that any Letter of Credit issued in with a Permitted Foreign Currency, one-year tenor may provide for the smallest amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; automatic renewal thereof for additional one-year periods (ii) after giving effect to such issuance or increasewhich, in no event event, shall extend beyond the date that is five (x5) the Aggregate Total Exposure exceed Business Days prior to the Revolving Commitments then in effect or Commitment Termination Date (yi) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the Bank)); (ii) each Letter of Credit Usage with respect to the Letters shall be in a stated amount of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, at least $10,000; and (viii) in no event shall the Borrower may not request any Letter of Credit have an expiration date later than the earlier of if, after giving effect to such issuance, (A) the fifth Business Day prior to aggregate LC Exposure would exceed the Maturity Date and LC Commitment or (B) the date which is twelve months aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the original Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance thereof. Each issuance of such Letter of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that a Letter of Credit will automatically shall be extended for one or more successive periods not deemed to exceed one year each, unless utilize the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect Revolving Commitment of each Lender by an amount equal 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 amount of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Creditparticipation.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees to issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the each Borrower or any Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent Base Currency Amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars Base Currency (or in a Permitted Foreign Currencythe Optional Currency if requested); provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 Base Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess Amount of $100,000) or, in each case, 500,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Tranche 1 Revolving Commitments exceed the Tranche 1 Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Tranche 1 Revolving Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; (vi) in no event shall any commercial Letter of Credit have an expiration date later than the earlier of (1) the Tranche 1 Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit; and (vii) in no event shall a commercial Letter of Credit be issued if such commercial Letter of Credit is not substantially in the form of Exhibit M or otherwise acceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 Partyperiod; provided that such provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice from the Administrative Agent, acting on behalf of the Requisite Banks, that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extensioncontinuing; provided, further, if any Lender is in the event (x) a Defaulting LenderFunding Default exists or (y) a determination pursuant to Section 2.18 or 2.19 occurs, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the each Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting LenderBank, including by Cash Collateralizing cash collateralizing such Defaulting LenderBank’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During From time to time on any Business Day from the Availability PeriodClosing Date through the earlier of the Revolving Credit Commitment Termination Date and the fifth Business Day prior to the date specified in clause (a) of the definition of “Revolving Credit Commitment Termination Date”, subject to the terms and conditions hereof, the each Issuing Banks agree Bank agrees to issue Issue, in accordance with such Issuing Bank’s usual and customary business practices, Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower (which, at the Borrower’s discretion, may be issued on behalf of the Borrower or any Subsidiary (the “Applicable Account Party”Subsidiary) in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sub-limit; provided that (i) each Letter of Credit will be denominated in dollars Dollars or in a Permitted one or more Available Foreign CurrencyCurrencies; provided (iii) the stated amount of each Letter of Credit shall will not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 10,000 or such lesser amount as is acceptable to the such applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseIssuance, in no event shall will the Total Utilization of Revolving Credit Commitments exceed the Revolving Credit Limit then in effect; (iv) after giving effect to such Issuance, in no event will the Letter of Credit Usage exceed the Letter of Credit Sublimit Sub-limit then in effect, (iv) 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 ; (v) in no event shall will any Letter of Credit have an expiration date that is not a Business Day or is later than the earlier of (A) the fifth Business Day prior to the Maturity Date date specified in clause (a) of the definition of “Revolving Credit Commitment Termination Date” unless the Borrower provides collateral in the form of cash or Cash Equivalents or otherwise backstops such Letter of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and (B) the date which is twelve months one year from the original date of issuance Issuance of such Letter of CreditCredit (subject to the immediately following sentence); and (vi) no Letter of Credit shall be issued (or deemed issued) by any Issuing Bank the stated amount of which, when added to the Letter of Credit Usage with respect to Letters of Credit issued by such Issuing Bank, would exceed the Specified Letter of Credit Commitment of such Issuing Bank then in effect. Subject to the foregoing, the applicable each Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eacheach (and in any event not to exceed the period prescribed in clause (v)(A) above subject to the exception therein), unless the applicable such Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower and the Applicable Account Partyperiod; provided that such Issuing Bank shall will not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; providedprovided further that no Issuing Bank will Issue any Letter of Credit if (1) any fee due in connection with, furtherand on or prior to, if the Issuance of such Letter of Credit has not been paid, (2) such Letter of Credit is requested to be Issued in a form that is not acceptable to such Issuing Bank or (3) such Issuing Bank will not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower, the documents that such Issuing Bank generally uses in the ordinary course of business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”); provided further that so long as any Revolving Lender is a Defaulting Lender, the such Issuing Banks shall Bank will not be required to issue, amend, extend or increase Issue any Letter of Credit unless the applicable such 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 the Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share of the Letter of Credit Usage at Usage, and participating interests in any 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 newly issued or increased Letter of Credit is issued, will be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22 (and Defaulting Lenders will not participate therein). No Issuing Bank shall be under any obligation to issue Letters of Credit if the rules issuance of the ISP 98 shall apply to each such Letter of CreditCredit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereofhereof (including Section 2.02(m)), the Issuing Banks agree to Lenders shall issue Letters of Credit in respect of which the Borrower is the applicant (or amendor, extend or increase so long as the Borrower is a joint and several co-applicant in respect thereof, any Subsidiary is the applicant; provided that, with respect to any such Subsidiary, the Borrower shall have designated such Subsidiary to the Administrative Agent in writing as an outstanding applicant of Letters of Credit at least seven (7) Business Days prior to the delivery by the Borrower of the Issuance Notice with respect to the first Letter of CreditCredit in respect of which such Subsidiary is the applicant, and any Lender shall have been provided with documentation and other information it reasonably determines are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least five (5) Business Days prior to the delivery of such Issuance Notice as has been reasonably requested in writing at least six (6) Business Days prior to the request and delivery of such Issuance Notice) for the account support of the Borrower or any Subsidiary (the “Applicable Account Party”) obligations of Holdings and/or its Subsidiaries in the an aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be a standby letter of credit denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 500,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving CommitmentAdministrative Agent; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, Sublimit; (ivv) after giving effect to such the issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writingof any Collateralized Letter of Credit, in no event shall the Letter of Credit Usage with respect to Collateralized L/C Aggregate Collateral Amount be less than the Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and Minimum Collateralized L/C Aggregate Collateral Amount; (vvi) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day five (5) days prior to the Maturity Commitment Termination Date (unless such Letter of Credit shall on the date of issuance have been Cash Collateralized in the Minimum Cash Collateral Amount which Letter of Credit, for the avoidance of doubt, shall not have an expiration date later than twelve (12) months (or, if required by the applicable Department, thirteen (13) months) after the Commitment Termination Date) and (B) the date which is twelve one (1) year from the date of issuance of such Letter of Credit (or, if required by the applicable Department, thirteen (13) months from the original date of issuance of such Letter of Credit); (vii) in no event shall any Letter of Credit be issued if such issuance would violate any Requirement of Law; (viii) in no event shall any Letter of Credit be issued if such Letter of Credit is otherwise unacceptable to the Administrative Agent in its reasonable discretion; and (ix) each Letter of Credit shall be substantially in the form of the Administrative Agent’s customary form; provided, further, that, without the prior consent of each Lender, no Letter of Credit may be issued that would vary the several and not joint nature of the obligations of the Lenders thereunder and, subject to Section 2.02(m), each Letter of Credit shall be issued by all of the Lenders having Revolving Commitments at the time of issuance as a single multi-bank letter of credit, but the obligation of each Lender thereunder shall be several and not joint, based upon its Pro Rata Share of the aggregate undrawn amount of such Letter of Credit (subject to Section 2.02(m)). Subject to the foregoing, the applicable Issuing Bank Administrative Agent 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 Administrative Agent elects not to extend for any such additional period and provides notice to period; provided, that effect to the Borrower and the Applicable Account Party; provided that such Issuing Bank Administrative Agent shall not extend any such Letter of Credit if (i) it has received written notice from a Lender or the Borrower that an Event of Default has occurred and is continuing at least two (2) Business Days prior to the time such Issuing Bank the Administrative Agent must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase any Letter of Credit unless will not be renewed, the applicable Issuing Bank has entered into arrangements satisfactory to it Administrative Agent shall notify the Borrower and the Borrower to eliminate beneficiary of such Issuing Bank’s risk with respect to the participation in Letters Letter of Credit of such Defaulting Lender, including by Cash Collateralizing non-renewal or (ii) such Defaulting Lender’s Applicable Percentage of renewal would occur later than five (5) days prior to the Commitment Termination Date (unless such Letter of Credit Usage at such time shall on terms satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed date of renewal have been Cash Collateralized in the Minimum Cash Collateral Amount which Letter of Credit, for the avoidance of doubt, shall not have an expiration date later than twelve (12) months (or, if required by the applicable Issuing BankDepartment, thirteen (13) months) after the Borrower and the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of CreditCommitment Termination Date).

Letters of Credit. During The applicable Issuing Lender shall, at the Availability Periodrequest of the Company, subject to the terms and conditions hereof, the Issuing Banks agree to issue one or more Letters of Credit (or amendhereunder, 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 with expiry dates that would occur after the Letter of Credit Sublimit Expiration Date (and denominated in dollars or in a Permitted Foreign Currency; provided (i) after the stated amount Maturity Date), based upon the Company’s agreement to fully Cash Collateralize the LOC Obligations relating to such Letters of Credit on the Letter of Credit Expiration Date pursuant to the terms of Section 2.20(a)(ii). In the event the Company fails to fully Cash Collateralize the outstanding LOC Obligations on the Letter of Credit Expiration Date, each outstanding Letter of Credit shall not automatically be less than $100,000 for Letters of Credit issued deemed to be drawn in dollars (orfull, in and the case of Company shall be deemed to have requested a Base Rate Loan to be funded by the Lenders on the Letter of Credit issued in a Permitted Foreign Currency, Expiration Date to reimburse such drawing (with the smallest amount proceeds of such Permitted Foreign Currency Base Rate Loan being used to Cash Collateralize outstanding LOC Obligations as set forth in Section 2.20). In the event a Mandatory LOC Borrowing cannot for any reason be made on such date (including, without limitation, as a result of the occurrence of a Bankruptcy Event) then each such Lender hereby agrees that is an integral of 100,000 units it shall fund its Participation Interests in the outstanding LOC Obligations on such day (with the proceeds of such currency and that has a Dollar Equivalent funded Participation Interests being used to Cash Collateralize outstanding LOC Obligations as set forth in excess of $100,000) or, in each case, Section 2.20). Each Lender’s obligation to make such lesser amount as is acceptable payment to the applicable Issuing Bank; (ii) after giving effect to such issuance or increaseLender, in no event shall (x) and the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the Letter right of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writingLender to receive the same, in no event shall the Letter of Credit Usage with respect be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the Letters termination of Credit issued by such Issuing Bank exceed this Agreement or the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit. Subject to the foregoingCommitments hereunder, the applicable Issuing Bank may agree that existence of a Letter of Credit will automatically be extended for one Default 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 or the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage acceleration 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 BankObligations hereunder and shall be made without any offset, the Borrower and the Applicable Account Party when a Letter of Credit is issuedabatement, the rules of the ISP 98 shall apply to each Letter of Creditwithholding or reduction whatsoever.

Letters of Credit. (a) During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank, in reliance upon the agreements of the other Lenders pursuant to issue Section 2.22(d) and 2.22(e), agrees to issue, at the request of the Borrower, Letters of Credit (denominated in Dollars or amend, extend or increase an outstanding Letter of Credit) at in the request and Alternative Currency for the account of the Borrower or any Restricted Subsidiary (on the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit terms and denominated in dollars or in a Permitted Foreign Currencyconditions hereinafter set forth; provided provided, that (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than expire on the earlier of (A) the fifth Business Day prior to date one year after the Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date (but may contain provisions for automatic renewal provided that no Default or Event of Default exists on the renewal date or would be caused by such renewal and provided that no such renewal shall extend beyond the date five (5) Business Days prior to the Revolving Commitment Termination Date); (ii) each Letter of Credit shall be in a stated amount of at least $50,000; (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment and (B) the aggregate Revolving Multicurrency Credit Exposure of all Lenders would exceed the aggregate Multicurrency Commitments; and (iv) except as otherwise agreed by the Administrative Agent and the Issuing Bank, such Letter of Credit shall not be denominated in a currency other than Dollars or the Alternative Currency. Each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance with respect to all other Letters of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that Each issuance of a Letter of Credit will automatically shall be extended for one or more successive periods not deemed to exceed one year each, unless utilize the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect Multicurrency Commitment of each Multicurrency Lender by an amount equal 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 amount of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Creditparticipation.

Letters of Credit. (a) During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank, in reliance upon the agreements of the other Revolving Loan Lenders pursuant to issue Section 2.23(d), agrees to issue, at the request of the Borrower, 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 (on the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit terms and denominated in dollars or in a Permitted Foreign Currencyconditions hereinafter set forth; provided provided, that (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than expire on the earlier of (A) the fifth Business Day prior to date one year after the Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit. Subject Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the foregoing, the applicable Issuing Bank may agree that a Revolving Commitment Termination Date; (ii) each Letter of Credit will automatically shall be extended for one in a stated amount of at least $100,000 (or more successive periods such other amount as may be agreed to by the Issuing Bank); (iii) the Borrower may not to exceed one year eachrequest any Letter of Credit, unless the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that if, after giving effect to such issuance (A) the Borrower aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount and the Applicable Account Party; (iv) except as 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lenderin Section 3.2(f), the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless if there is any Defaulting Lender or Potential Defaulting Lender at the applicable time of such request or issuance. Each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank has entered into arrangements satisfactory without recourse a participation in each Letter of Credit equal to it and such Revolving Loan Lender’s Pro Rata Share of the Borrower aggregate amount available to eliminate be drawn under such Issuing Bank’s risk Letter of Credit (i) on the Closing Date with respect to the participation in all Existing Letters of Credit and (ii) on the date of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage issuance with respect to all other Letters of the Letter Credit. Each issuance 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, shall be deemed to utilize the rules Revolving Commitment of each Revolving Loan Lender by an amount equal to the ISP 98 shall apply to each Letter amount of Creditsuch participation.

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Banks agree to Lender shall issue such Letters of Credit in Dollars (or, if available as determined by the applicable Issuing Lender in its sole discretion, in Alternative Currencies) as the Borrower may request upon the delivery of a written request in the form of Exhibit F hereto (a “Letter of Credit Request”) to the relevant Issuing Lender, provided that (i) no Default or amendEvent of Default shall have occurred and be continuing, extend or increase an outstanding (ii) upon issuance of such 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 (i) Liabilities shall not exceed the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars Sublimit, (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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000iii) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (xA) the Aggregate Total Exposure exceed sum of the outstanding principal amount of the Revolving Commitments then in effect or Credit Loans, Swing Loans and Letter of Credit Liabilities (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseany requested Letters of Credit) exceed the Total Revolving Credit Commitment, in no event shall and (B) the sum of the (1) outstanding principal amount of the Revolving Credit Loans, Term Loans, Swing Loans and Letter of Credit Usage exceed Liabilities (after giving effect to any requested Letters of Credit), and (2) the Letter aggregate amount of Credit Sublimit then all other Unsecured Indebtedness of REIT and its Subsidiaries cause a violation of the covenants set forth in effect§§9.3 or 9.4, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank conditions set forth in writing§11 (and, in no event shall connection with any request for the Letter issuance of Credit Usage with respect to the any Letters of Credit issued by such Issuing Bank exceed on the Letter of Credit Issuer Sublimit of such Issuing Bank then in effectClosing Date, §10) shall have been satisfied, and (v) in no event shall any amount drawn under a Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of be available for reinstatement or a subsequent drawing under such Letter of Credit. Subject Notwithstanding anything to the foregoingcontrary contained in this §2.10, the applicable Issuing Bank may agree that a Lender shall not be obligated to issue, amend, extend, renew or increase any 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 at a time when 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 other Revolving Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, unless the Issuing Banks Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall not be required have no participation therein, except to issue, amend, extend or increase any Letter of Credit unless the applicable extent the Issuing Bank Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to it and the Borrower Issuing Lender in its good faith determination to eliminate such the Issuing BankLender’s risk Fronting Exposure with respect to the participation in Letters of Credit of any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by Cash Collateralizing an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Defaulting LenderPerson’s Applicable Percentage authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Revolving Credit Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit Usage at and ending one year after the date of issuance thereof (or such time on terms satisfactory to the applicable longer period as Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing BankLender may approve); provided, the Borrower and the Applicable Account Party when however, that a Letter of Credit is issued, may contain a provision providing for the rules automatic extension of the ISP 98 expiration date in the absence of a notice of non-renewal from the Issuing Lender but, subject to the following proviso, in no event shall apply to each any such provision permit the extension of the expiration date of such Letter of CreditCredit beyond the Revolving Credit Maturity Date; provided further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration of not more than one year beyond the Revolving Credit Maturity Date so long as the Borrower delivers to the Issuing Lender no later than thirty (30) days prior to the Revolving Credit Maturity Date cash collateral for such Letter of Credit for deposit into the Collateral Account in an amount equal to the maximum amount available to be drawn under such Letter of Credit or other credit support acceptable to such Issuing Lender. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit Commitment as a Revolving Credit Loan.

Letters of Credit. (a) During the Availability Period, subject each Issuing Bank, in reliance upon the agreements of the other Revolving Lenders pursuant to subsections (d) and (e) of this Section, shall issue, at the terms and conditions hereofrequest of the Borrower, 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 (on the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit terms and denominated in dollars or in a Permitted Foreign Currencyconditions hereinafter set forth; provided that (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit issued in dollars (or, in the case of a any renewal or extension thereof (which may be an automatically renewing or extending Letter of Credit issued in a Permitted Foreign CurrencyCredit), the smallest amount of one year after such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000renewal or extension) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which that is twelve months five (5) Business Days prior to the latest Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $50,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender with a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the original applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. If the Maturity Date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit (such maturity date, the “Earlier LC Maturity Date”), then (i) on such Earlier LC Maturity Date, if one or more other tranches of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to this Section) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. Subject Except to the foregoingextent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the applicable Issuing Bank may agree that occurrence of a Letter Maturity Date with respect to a given tranche 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 Revolving Commitments shall have no effect upon (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 diminish) the percentage participations of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase Revolving Lenders in any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate issued before such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of CreditMaturity Date.

Letters of Credit. During the Availability Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 amount up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign CurrencySublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 5,000,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth five Business Day Days prior to the Maturity Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) five Business Days before the Maturity Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 Partyperiod; provided that such the 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 the time such the Issuing Bank must elect to allow such extension; provided, further, if any Lender is provided further in the event a Defaulting LenderFunding Default exists, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such the Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time through the day that is thirty (30) days prior to the Revolving Credit Maturity Date, the Issuing Banks agree to Lender shall issue such Letters of Credit denominated in Dollars as the Borrower may request upon the delivery of a written request in the form of Exhibit E hereto (a “Letter of Credit Request”) to the Issuing Lender, together with a Compliance Certificate calculated on a pro forma basis; provided that (i) no Default or amendEvent of Default shall have occurred and be continuing, extend or increase an outstanding (ii) upon issuance of such 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 Liabilities shall not exceed Thirty Million Dollars (i$30,000,000) (the stated amount of each “Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orSublimit”), 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseany requested Letters of Credit, in no event shall the Letter outstanding principal amount of the Revolving Credit Usage Exposure exceed the Total Revolving Commitment or cause a violation of the covenants set forth in §9 nor shall the Total Exposure exceed the Facility Cap, (iv) the conditions set forth in §§10 and 11 shall have been satisfied (or if such condition is required to have been satisfied only as of the Closing Date, that such condition was satisfied as of the Closing Date) or waived by Agent, (v) no Revolving Credit Lender is a Defaulting Lender (provided Issuing Lender may, in its sole discretion, be entitled to waive this condition), unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit Sublimit then in effect, (iv) after giving effect proposed to such issuance be issued or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the that Letter of Credit Usage with respect to the Letters of Credit issued by such Issuing Bank exceed the and all other Letter of Credit Issuer Sublimit of such Liabilities as to which the Issuing Bank then Lender has actual or potential Fronting Exposure, as it may elect in effectits sole discretion, and (vvi) in no event shall any amount drawn under a Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of be available for reinstatement or a subsequent drawing under such Letter of Credit. Subject The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of Borrower. The Issuing Lender shall be entitled to the foregoing, the applicable Issuing Bank may agree that conclusively rely on such Person’s authority to request a Letter of Credit will automatically be extended for one or more successive periods not on behalf of Borrower. The Issuing Lender shall have no duty to exceed one year each, unless verify the applicable Issuing Bank elects not to extend for authenticity of 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 signature appearing on a Letter of Credit if it has received written notice that an Event Request. The Borrower assumes all risks with respect to the use of Default has occurred the Letters of Credit. Unless the Issuing Lender and is continuing at Revolving Credit Lenders constituting the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting LenderRevolving Class Lenders otherwise consent, the Issuing Banks shall not be required to issue, amend, extend or increase term of any Letter of Credit unless shall not exceed a period of time commencing on 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 Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage issuance of the Letter of Credit Usage at such time on terms satisfactory and ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause reasonably acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond thirty (30) days prior to the applicable Issuing Bank. Unless otherwise expressly agreed Revolving Credit Maturity Date) unless approved by the applicable Issuing Bank, Lender in its sole discretion and the Borrower and has provided to Agent Cash Collateral reasonably acceptable to the Applicable Account Party when a Agent in an amount equal to the Letter of Credit is issued, the rules of the ISP 98 shall apply Liability with respect to each any Letter of CreditCredit which extends beyond thirty (30) days prior to the Revolving Credit Maturity Date. The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Commitment as a Revolving Credit Loan.

Letters of Credit. During the Availability Period, subject Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Borrowers set forth herein and in the other Credit Documents, in addition to requesting that the Banks make Revolving Loans pursuant to Section 1.03, the U.S. Borrowers may request, in accordance with the provisions of this Section 1.13, that one or more 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 Borrowers; provided that (i) no Borrower shall request that any Bank issue any Letter of Credit and a Bank shall not issue any Letter of Credit, if after giving effect to such issuance the sum of (A) the Dollar Equivalent amount of Letter of Credit Usage on the date of such issuance, after giving effect to the issuance of all Letters of Credit subject to outstanding requests for issuance, plus (B) the Dollar Equivalent amount of Revolving Loans and Swingline Loans then outstanding, after giving effect to the making of all Revolving Loans and Swingline Loans then requested by all outstanding but unfunded Notices of Borrowing, would exceed the Total Revolving Loan Commitment then in effect, (ii) no Borrower shall request that any Bank issue any Letter of Credit and a Bank shall not issue any Letter of Credit if after giving effect to such issuance, the sum of the amounts described in clause (i) above would exceed the Borrowing Base as would be shown in the Borrowing Base Certificate that was last delivered pursuant to Section 6.01; provided such Borrowing Base Certificate was required to be delivered pursuant to and was in compliance with Section 6.01 or any Subsidiary was delivered after the Borrowing Base Certificate last required to be delivered pursuant to Section 6.01, (the “Applicable Account Party”iii) in no event shall any Issuing Bank issue (A) any Letter of Credit having an expiration date later than thirty (30) Business Days prior to the aggregate Dollar Equivalent up Revolving Maturity Date, as applicable, after giving effect to but any possible renewal of such Letter of Credit pursuant to the proviso to the following clause (iii)(B), (B) subject to the foregoing clause (iii)(A), any Letter of Credit having an expiration date more than one year after its date of issuance; provided that, subject to the foregoing clause (iii)(A), this clause (B) shall not exceeding prevent any Issuing Bank from issuing a Letter of Credit containing a provision to the effect that such Letter of Credit will automatically be renewed annually for a period not to exceed one year, so long as such renewable Letter of Credit provides that it shall not at any time be renewed for an additional year if (I) the Applicable Borrower notifies the Issuing Bank in writing at least one Business Day prior to the applicable renewal date that the Applicable Borrower elects to allow the Letter of Credit Sublimit and denominated in dollars to expire without being renewed, or in a Permitted Foreign Currency; provided (iII) the stated amount Issuing Bank or the Required Banks notify the Applicable Borrower in writing, prior to the date set forth in such Letter of each Credit as the date by which the beneficiary thereof is to be notified whether such Letter of Credit is to be renewed, that such Letter of Credit shall not be so renewed, in which case such Letter of Credit shall not be so renewed, or (C) any Letter of Credit the initial stated amount of which is less than $100,000 for Letters of Credit issued in dollars 10,000 or the Dollar Equivalent thereof and (or, in iv) the case of a U.S. Borrowers shall not request that any Issuing Bank issue and no Issuing Bank shall issue any Letter of Credit issued in a Permitted Foreign Currencyif, the smallest amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increaseand the issuance of all other requested Letters of Credit, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the outstanding Letter of Credit Usage in respect of the Dollar Equivalent of all Letters of Credit would exceed the $20,000,000. The issuance of any Letter of Credit Sublimit then in effect, (iv) after giving accordance with the provisions of this Section 1.13 shall be given effect to such issuance or increase, unless otherwise agreed to by in the applicable Issuing Bank in writing, in no event shall calculation of the aggregate principal amount of Revolving Loans outstanding and the Dollar Equivalent of Letter of Credit Usage with respect to (except as provided in the Letters definition of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit Usage) and shall require the satisfaction of such each condition set forth in Section 4.04. Immediately upon the issuance of each Letter of Credit, each Bank with a Revolving Loan Commitment other than the Issuing Bank then in effector Banks shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Bank a participation (v) such participation of each Bank in no event shall any each Letter of Credit have an expiration date later than being hereinafter referred to as its "Letter of Credit Participation") in the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance Dollar Equivalent of such Letter of CreditCredit and each drawing thereunder in an amount equal to such Bank's pro rata share (determined on the basis of such Bank's Revolving Loan Commitment) of the maximum amount which is or at any time may become available to be drawn thereunder. Subject to Each Letter of Credit may provide that 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 (but shall not extend any such Letter be required to) pay the beneficiary thereof upon the occurrence of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, furtheracceleration of the maturity of the Revolving Loans or, if any Lender payment is a Defaulting Lender, 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 then due to the participation beneficiary, provide for the deposit of funds in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage an account to secure payment to the beneficiary and that any funds so deposited shall be paid to the beneficiary of the Letter of Credit Usage at if conditions to such time on terms satisfactory payment are satisfied or returned to the applicable Issuing Bank. Unless otherwise expressly agreed by Bank for distribution to the applicable Issuing BankBanks (or, if all Obligations shall have been paid in full, to the Borrower Applicable Borrower) if no payment to the beneficiary has been made and the Applicable Account Party when a final date available for drawings under the Letter of Credit is issued, has passed. Each payment or deposit of funds by an Issuing Bank as provided in this paragraph shall be treated for all purposes of this Agreement as a drawing duly honored by such Issuing Bank under the rules of the ISP 98 shall apply to each related Letter of Credit.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) of its Subsidiaries in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Outstanding Amount of the Revolving Obligations exceed the lesser of (x) the Revolving Commitments then in effect and (y) the Borrowing Base as of such date; (iv) after giving effect to such issuance, in no event shall the Outstanding Amount of the Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (B2) the date which is twelve months one (1) year from the original date of issuance of such standby Letter of Credit. Subject to the foregoingforegoing (other than clause (v)), the applicable Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect to period; provided, 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 the time such the Issuing Bank must elect to allow such extensionextension and ; provided, further, if in the event that any Lender is at such time a Defaulting Lender, 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 Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the Issuing Bank’s risk Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the participation in Letters of Credit of such Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage at such time on terms Obligations in a manner reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing BankAdministrative Agent, the Borrower and the Applicable Account Party when Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit is issuedor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, the rules or any other commercially reasonable means of the ISP 98 shall apply to each Letter of Creditcommunicating with a beneficiary.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees to issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the a Borrower or any Subsidiary (the “Applicable Account Party”) and its Subsidiaries in the aggregate Dollar Equivalent amount for all Borrowers and their Subsidiaries up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 25,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Revolving Commitment Termination Date and (B2) unless otherwise agreed by the Issuing Bank, the date which is twelve months one year from the original date of issuance of such Letter of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 Partyperiod; provided that such provided, 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit.

Letters of Credit. During 5.1 L/C Commitment (a) As of the Availability PeriodClosing Date, subject the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Banks agree agreements of the other Lenders set forth in Section 5.4(a), agrees to issue new letters of credit (“Letters of Credit (or amend, extend or increase an outstanding Letter of Credit”) at the request and for the account of the relevant Borrower and for the benefit of such Borrower or any Subsidiary (of such Borrower on any Business Day from the “Applicable Account Party”) Closing Date until the date that is ten Business Days prior to the Maturity Date in the aggregate Dollar Equivalent up such form as may be approved from time to but not exceeding the time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orif, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increaseissuance, in no event shall (xi) the Aggregate Total Exposure L/C Obligations would exceed the L/C Commitment (ii) the aggregate amount of the Utilized Revolving Commitments then in effect would be greater than the Revolving Loan Commitments or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to the Utilized Revolving Commitments of such issuance or increase, in no event shall the Borrower would exceed such Borrower’s Sublimit. Each Letter of Credit Usage exceed the Letter of Credit Sublimit then shall (i) be denominated in effectDollars, (ivii) after giving effect to such issuance or increase, have a face amount of at least $100,000 (unless otherwise agreed to by the applicable Issuing Bank in writing, in Lender) and expire 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (Ax) the fifth first anniversary of its date of issuance and (y) the date that is five Business Day Days prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of Credit. Subject to the foregoingDate; provided, the applicable Issuing Bank may agree that a Letter of Credit will automatically be extended for that, if one or more successive periods Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not to exceed one year eachlater than (i) five days preceding the Maturity Date, unless the applicable Issuing Bank elects not to extend for any such additional period cash collateralize in accordance with Section 5.9, on terms and provides notice to that effect conditions satisfactory to the Borrower Administrative Agent and Issuing Lenders, an amount equal to the Applicable Account Party; provided that L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by Xxxxx’x and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Bank shall not extend any Lenders, an amount equal to the L/C Obligations with respect to such Letter Letters of Credit if it has received written notice that an Event of Default has occurred and the relevant Borrower’s Rating in effect is continuing at the time such Issuing Bank must elect to allow such extensionlower than BBB- as published by S&P, is lower than Baa3 as published by Xxxxx’x or is lower than BBB- as published by Fitch; provided, further, if any Lender is a Defaulting Lender, that the Issuing Banks shall not be required to issue, amend, extend or increase any Letter obligations under this Section 5 in respect 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 (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter Letters of Credit Usage at such time on terms satisfactory remain outstanding and (ii) each Lender shall be reinstated, to the applicable extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by an Issuing BankLender after the Maturity Date. Unless otherwise expressly agreed Amounts held in such cash collateral account shall be held and applied by the applicable Issuing Bank, Administrative Agent in the Borrower manner and for the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Creditpurposes set forth in Section 10.2(c).

Letters of Credit. During Landlord is holding Letter of Credit No. 598382-41 in the Availability Period, subject amount of $250,000 issued by Comerica Bank (the “Existing Letter of Credit”) pursuant to Article 6 of the terms and conditions hereof, the Issuing Banks agree to issue Letters Lease. The Existing Letter of Credit (or amendi) shall secure payment and performance of lessee’s obligations under the Lease and the Surreal Lease, extend or increase and (ii) shall be administered and applied per Section E of the Addendum to the Lease. Upon the mutual execution and delivery of this Amendment, Tenant shall deliver to Landlord an outstanding additional irrevocable and transferable letter of credit in the amount of $603,000 (the “New Letter of Credit) at the request and for the account of the Borrower or any Subsidiary (the “Applicable Account Party”) running in favor of Landlord securing lessee’s obligations under the aggregate Dollar Equivalent up to but not exceeding Lease and the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Surreal Lease. The New Letter of Credit shall not be less than $100,000 for Letters of Credit issued either by Comerica Bank, Silicon Valley Bank, or such other bank as may be acceptable to Landlord in dollars (or, in the case of a its sole discretion and shall be administered and applied per this Section 4. The New Letter of Credit issued in a Permitted Foreign Currency, shall be irrevocable for the smallest amount period ending no less than one (1) year after the date of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to issuance. Tenant shall renew the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the New Letter of Credit Usage exceed and maintain it for the period ending on the later of either September 30, 2010, or thirty (30) days after the date Tenant shall have vacated and surrendered the Existing Premises and Expansion Premises to Landlord in the condition required under the Lease and shall provide that it is automatically renewable for the term of the Lease unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the New Letter of Credit Sublimit then in effect, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writingdate that is ten (10) days prior to its expiration, in no event shall Landlord may draw on the New Letter of Credit Usage with respect and maintain the funds as a non-interest-bearing deposit to the Letters be returned to Tenant on receipt by Landlord of Credit issued by such Issuing Bank exceed the a substitute New Letter of Credit Issuer Sublimit from Tenant. The form and terms of such Issuing Bank then in effect, and (v) in no event shall any the New Letter of Credit have an expiration date later than shall be either substantially in the earlier form of (A) the fifth Business Day prior to the Maturity Date and (B) 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 Existing Letter of Credit will automatically or in such other form as may be extended for one or more successive periods not reasonably acceptable to exceed one year eachLandlord and shall provide, unless the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that among other thing, in 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit.that:

Letters of Credit. During The Bank shall, from time to time upon request of the Availability PeriodBorrower prior to the Maturity Date, but subject to the terms and conditions hereof, issue stand-by letters of credit in such form as requested by the Issuing Banks agree Borrower and approved by the Bank from time to issue time (the "Letters of Credit (or amendCredit"); provided, extend or increase an outstanding Letter of Credit) at the request and for the account of however, that the Borrower or shall not be entitled to request the issuance of any Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit if there exists a Default or an Event of Default; and denominated in dollars or in a Permitted Foreign Currency; further provided that (i) the stated amount of each no Letter of Credit shall be issued if, as a result of such issuance, the aggregate amount of outstanding Letter of Credit Obligations would exceed the lesser of (x) $250,000 and (y) the Loan Commitment; (ii) no Letter of Credit shall have a maturity date longer than one year from the date of issuance unless the Bank, in its sole discretion has agreed to a longer term; (iii) no Letter of Credit shall have a maturity date later than ten days prior to the Maturity Date; (iv) the Borrower shall give the Bank at least five (5) days prior written notice of each request for a Letter of Credit, which notice shall include the amount of the requested Letter of Credit, the name and address of the beneficiary and a precise written description of the terms of such Letter of Credit, together with the documents described in the next paragraph; and (v) no Letter of Credit shall be requested unless the face amount of such Letter of Credit does not be less than $100,000 exceed the unused portion of the Loan Commitment. Borrower hereby irrevocably appoints the Sponsor as the sole Person authorized to execute and deliver a request for a Letter of Credit and application required hereunder to the Bank. In furtherance of the foregoing, Borrower hereby makes, constitutes and appoints Sponsor, and its agents and designees, the true and lawful agents and attorneys-in-fact of Borrower, with full power of substitution, to endorse its name and take all actions necessary to request Letters of Credit hereunder and issue all requests for Letters of Credit issued and to execute and deliver all applications and other documents in dollars (orconnection therewith. The powers granted herein are coupled with an interest and shall be irrevocable during the term hereof. In conjunction with any request for the issuance of a Letter of Credit, the Borrower shall first deliver to Bank its form letter of credit application, duly completed by a duly authorized officer of the Borrower. To the extent that such letter of credit application's terms are inconsistent with the terms of this Agreement, this Agreement controls. Upon delivery to the Bank of such letter of credit application and other documents, instruments, or agreements which the Bank may require from time to time hereafter in connection therewith, each in form and substance satisfactory to the case Bank, subject to the limitations set forth in this Section 2.8, the Bank shall issue a Letter of Credit. Borrower understands and agrees that the Bank may refuse upon any reasonable circumstances to issue any Letter of Credit. Upon issuance, a Letter of Credit shall be deemed to be an utilization of the Loan Commitment. Upon any draw upon a Letter of Credit issued in a Permitted Foreign Currencyhereunder, the smallest Borrower shall immediately reimburse the Bank for such drawn amount and, in the event that the Borrower fails to reimburse such amount on the same Business Day, the Bank shall be irrevocably authorized to draw such amount upon the Loan Commitment at which point the amount drawn shall be an Advance for all purposes hereunder, including without limitation, the accrual of interest. Upon the occurrence of any Event of Default pursuant to this Agreement, the Bank may require the Borrower to immediately deposit with the Bank cash collateral in the amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the all outstanding Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) after giving effect Obligations pursuant 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Creditthis Agreement.

Letters of Credit. During the Availability Period, subject Subject to the terms and conditions hereof, including, without limitation, the conditions precedent in Section 4.2, the limitations set forth in the definition of the term “Issuing Banks agree Bank,” and any applicable requirements of Section 2.14, each Issuing Bank agrees, severally and not jointly, to issue issue, from time to time prior to the Commitment Termination Date, at the request of the Borrower and on behalf of the Lenders and in reliance on their obligations under this Section 2.12, one or more letters of credit (each a “Letter of Credit”) for the Borrower’s account in a face amount in each case of at least $500,000 or, if denominated in any Alternative Currency, the Dollar Equivalent of at least $500,000, and in an aggregate undrawn face amount for all Letters of Credit at any time outstanding not to exceed the applicable Letters of Credit Maximum Amount; provided, that no Issuing Bank (or amend, extend or increase an outstanding Letter of Crediti) at the request and for the account of the Borrower or shall be required to issue 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 a currency not set forth in a Permitted Foreign Currency; provided such Issuing Bank’s Issuing Bank Agreement, and (iii) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (or, in the case of issue a Letter of Credit issued in a Permitted Foreign Currencypursuant to this Section 2.12 if, after the smallest amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) orissuance thereof, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure outstanding Loans and L/C Obligations would thereby exceed the Revolving Commitments then Credit Commitment Amount (determined in effect or (yaccordance with Section 10.19) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (ivy) after the aggregate undrawn face amount of all Letters of Credit then outstanding would at any time thereafter (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 respective scheduled expiration dates thereof and any automatic extensions provided therein) exceed the Letters of Credit issued Maximum Amount scheduled to be in effect at any such time thereafter (giving effect to any reductions resulting from the scheduled expiration of the Commitments of Declining Lenders not offset by new or increased Commitments of Replacement Lenders or Extending Lenders pursuant to Section 2.16), or (z) the issuance of such Letter of Credit would violate any legal or regulatory restriction then applicable to such Issuing Bank or any Lender as notified by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of or such Issuing Bank then in effect, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior Lender to the Maturity Date and (B) Administrative Agent before 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 Letters of Credit will automatically and any increases and extensions thereof hereunder may be extended for one issued in face amounts of either U.S. Dollars 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 the time such Issuing Bank must elect to allow such extensionAlternative Currency; provided, further, if any Lender is a Defaulting Lender, that the Issuing Banks shall not be required to issue, amend, extend or increase any Letter Dollar Equivalent amount of the principal amount of outstanding Loans and Letters of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk in any Alternative Currencies determined, with respect to the participation in Letters of Credit of each such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Loan or Letter of Credit Usage at Credit, in accordance with Section 10.19 on the date such time on terms satisfactory to Loan is funded, continued or converted, or the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower and the Applicable Account Party when a date such Letter of Credit is issued, increased and extended, as applicable, shall not exceed in the rules aggregate the Alternative Currency Sublimit. If the Administrative Agent notifies the Issuing Banks that any conditions precedent set forth in Section 4.2 have not been satisfied and instruct the Issuing Banks to suspend the issuance, amendment, renewal or extension of Letters of Credit, no Issuing Bank shall issue, amend, renew or extend any Letter of Credit without the consent of the ISP 98 Administrative Agent until such notice is withdrawn by the Administrative Agent. Notwithstanding anything to the contrary set forth in this Agreement, a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of any Member of the Consolidated Group; provided, that notwithstanding such statement, the Borrower shall apply be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to each such Letter of Credit.

Letters of Credit. During the Availability Period, subject to On the terms and conditions hereofhereinafter set forth, the Issuing Banks agree Administrative Agent shall from time to time during the period beginning on the Effective Date and ending on the Maturity Date upon request of Borrower issue standby and/or commercial 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”"Letters of Credit") in such face amounts as Borrower may request, but not to exceed in the aggregate Dollar Equivalent up to but not exceeding face amount at any time outstanding the Letter sum of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided Twenty Million Dollars (i) the stated $20,000,000.00). The face amount of each Letter of Credit shall not be less than $100,000 for all Letters of Credit issued in dollars (or, in and outstanding hereunder shall be considered as Advances on the case Commitment for Borrowing Base purposes and all payments made by the Administrative Agent on such Letters of a Credit shall be considered as Advances under the Notes. Each Letter of Credit issued for the account of Borrower hereunder shall (i) be in a Permitted Foreign Currency, the smallest amount favor of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) orbeneficiaries as specifically requested by Borrower, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance have an expiration date not exceeding the earlier of (a) one year or increase, in no event shall (xb) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; Maturity Date, and (iii) after giving effect to contain such other terms and provisions as may be required by issuing Lender. Each Lender (other than Administrative Agent) agrees that, upon issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any Letter of Credit have hereunder, it shall automatically acquire a participation in the Administrative Agent's liability under such Letter of Credit in an expiration date later amount equal to such Lender's Commitment Percentage of such liability, and each Lender (other than the earlier Administrative Agent) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Administrative Agent to pay and discharge when due, its Commitment Percentage of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of Administrative Agent's liability under such Letter of Credit. Subject The Borrower hereby unconditionally agrees to pay and reimburse the foregoing, Administrative Agent for the applicable Issuing Bank may agree that a amount of each demand for payment under any Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless that is in substantial compliance with 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 provisions of any such Letter of Credit if it has received written notice that an Event at or prior to the date on which payment is to be made by the Administrative Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase kind. Upon receipt from any beneficiary of any Letter of Credit unless of any demand for payment under such Letter of Credit, the applicable Issuing Bank has entered into arrangements satisfactory Administrative Agent shall promptly notify the Borrower of the demand and the date upon which such payment is to be made by the Administrative Agent to such beneficiary in respect of such demand. Forthwith upon receipt of such notice from the Administrative Agent, Borrower shall advise the Administrative Agent whether or not it intends to borrow hereunder to finance its obligations to reimburse the Administrative Agent, and if so, submit a Notice of Borrowing as provided in Section 2(b) hereof. If Borrower fails to so advise Administrative Agent and thereafter fails to reimburse Administrative Agent, the Administrative Agent shall notify each Lender of the demand and the failure of the Borrower to eliminate such Issuing Bank’s risk with respect to reimburse the participation in Letters of Credit of such Defaulting LenderAdministrative Agent, including by Cash Collateralizing such Defaulting Lender’s Applicable and each Lender shall reimburse the Administrative Agent for its Commitment Percentage of the Letter of Credit Usage at each such time on terms satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed draw paid by the applicable Issuing BankAdministrative Agent and unreimbursed by the Borrower. All such amounts paid by Administrative Agent and/or reimbursed by the Lenders shall be treated as an Advance or Advances under the Commitment, which Advances shall be immediately due and payable and shall bear interest at the Borrower and the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of CreditMaximum Rate.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) Borrowers in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve months one year 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 Partyperiod; 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 the time such Issuing Bank must elect to allow such extension; providedprovided further in the event a Funding Default exists, further, if any Lender is a Defaulting Lender, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower Borrowers to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) Company in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; PROVIDED, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 10,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 Partyperiod; provided that such PROVIDED, 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 the time such Issuing Bank must elect to allow such extension; providedPROVIDED, furtherFURTHER, if any Lender is in the event a Defaulting LenderFunding Default exists, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower Company to eliminate such Issuing Bank’s 's risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage 's Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. (a) During the Availability Period, subject period beginning on the Restatement Effective Date and ending on the date that is thirty (30) days prior to the terms and conditions hereofTermination Date, the Issuing Banks agree to issue Letters of Credit up to an aggregate amount at any one time outstanding equal to One Hundred Million Dollars (or amend, extend or increase an $100,000,000) minus (ii) the aggregate principal amount of all then outstanding Letter of Credit) at the request and for the account Surety Bonds issued by a Surety on behalf of the Borrower or any Subsidiary Parent pursuant to an Indemnity Agreement (the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Maximum Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided Amount”). The availability of Letters of Credit will be subject to (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall being satisfied with 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage terms of the Letter of Credit Usage at to be issued, (ii) the Borrower’s executing and delivering such time on terms satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed letter of credit and reimbursement agreements and related documents as required by the applicable Issuing Bank, and (iii) the satisfaction of all conditions to the Borrower and obtaining a Loan in the Applicable Account Party when amount of the requested Letter of Credit. The Borrower shall pay a fee for each Letter of Credit is issuedto the Agent for the pro rata benefit of the Banks, upon issuance of such Letter of Credit and, thereafter, upon the quarter-annual anniversary of the issuance of such Letter of Credit remaining outstanding, in the amount of the Indicated Spread for Revolving Loans under the LIBOR Rate Option on the stated amount of such Letter of Credit; provided that, the rules applicable Issuing Bank shall be entitled to a fee equal to one-eighth of one percent (0.125%) of the ISP 98 amount available to be drawn under each such Letter of Credit prior to the distribution of the balance of such fee to the Banks based on their Pro rata shares. In addition, the Borrower shall apply pay to the applicable Issuing Bank upon issuance of each Letter of Credit provided for under this Section 3.01 an issuance fee of Five Hundred Dollars ($500) for such Issuing Bank’s services in issuing such Letter of Credit. No Letter of Credit shall be issued having an expiration date later than one (1) year following the date of its issuance; provided that at the option of the applicable Issuing Bank, any such Letter of Credit may contain renewal options; and provided further that no Letter of Credit shall have an expiration date (including any renewals) after the Termination Date. All Letters of Credit shall be in such form and substance as the applicable Issuing Bank, the Agent (to the extent the Agent is not also the applicable Issuing Bank) and the Borrower agree. The Borrower shall not be entitled to obtain Letters of Credit from any Issuing Bank unless the Borrower is then entitled to obtain Loans from the Banks in an amount not less than the stated amount of the Letter of Credit requested, the other conditions of Section 5.03 hereof have been satisfied as if the Borrower were obtaining a Revolving Loan and the Borrower has executed and delivered such letter of credit, reimbursement agreements and other related documents as may be required by the applicable Issuing Bank.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) Borrowers in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 5,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving CommitmentBank and Borrowers may agree; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any Letter of Credit shall have an expiration date later than the earlier of (A1) the fifth Business Day five days prior to the Maturity third anniversary of the Closing Date (the “Letter of Credit Expiration Date”) and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit. Subject to the foregoing; provided, the applicable however, that Issuing Bank may agree in its reasonable discretion that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eacheach (but in any event, not beyond the Letter of Credit Expiration Date unless Borrowers shall, not later than five days preceding the Letter of Credit Expiration Date, Cash collateralize in accordance with Section 2.4(i), on terms and conditions reasonably satisfactory to Administrative Agent and Issuing Bank, an amount equal to the Letter of Credit Usage with respect to any Letters of Credit having an expiry date later than the Letter of Credit Expiration Date; provided, further, that the obligations under this Section 2.4 in respect of such Letters of Credit of (i) Borrowers shall survive the Revolving Commitment Termination Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such Cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to Borrowers by Issuing Bank after the Revolving Commitment Termination Date and while the related Letter of Credit remains outstanding. Amounts held in such cash collateral account shall be held and applied by Administrative Agent in the manner and for the purposes set forth in Section 2.4(d)), 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 Partyperiod; provided that such provided, 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless (x) first, Administrative Agent is holding sufficient Cash collateral for the applicable obligations of such Defaulting Lender, (y) second, after taking into account the reallocation of such Defaulting Lender’s participation obligations pro rata, among the non-Defaulting Lenders, the Revolving Exposure of such Revolving Lenders does not exceed their respective Revolving Commitments or (z) third, Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower Borrowers to eliminate such Issuing Bank’s risk with respect to the Defaulting Lenders’ participation obligations in respect of Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. (a) During the Availability Period, subject each Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and (e) of this Section, shall issue, at the terms and conditions hereofrequest of the Borrower, 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 (on the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit terms and denominated in dollars or in a Permitted Foreign Currencyconditions hereinafter set forth; provided that (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit issued in dollars (or, in the case of a any renewal or extension thereof (which may be an automatically renewing or extending Letter of Credit issued in a Permitted Foreign CurrencyCredit), the smallest amount of one year after such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000renewal or extension) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which that is twelve months five (5) Business Days prior to the latest Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $50,000; and (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount. Each Lender with a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the original applicable Issuing Bank without recourse a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. If the Maturity Date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit (such maturity date, the “Earlier LC Maturity Date”), then (i) on such Earlier LC Maturity Date, if one or more other tranches of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to this Section) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. Subject Except to the foregoingextent of reallocations of participations pursuant to clause (i) of the immediately preceding sentence, the applicable Issuing Bank may agree that occurrence of a Letter Maturity Date with respect to a given tranche 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 Revolving Commitments shall have no effect upon (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 diminish) the percentage participations of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase Revolving Lenders in any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate issued before such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of CreditMaturity Date.

Letters of Credit. During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree to issue Letters (a) Each Letter of Credit shall be issued (or amend, extend the stated maturity thereof extended or increase an outstanding Letter of Creditterms thereof modified or amended) at the request and for the account of the Borrower or a Subsidiary of the Borrower (other than Consumers or any Subsidiary thereof) on not less than three (3) Business Days’ prior written notice thereof to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the relevant Issuing Bank and shall be denominated in Dollars or in an Alternative Currency. Each such notice (a “Applicable Account PartyRequest for Issuance”) in shall be delivered no later than 12:00 noon (New York City time) on the aggregate Dollar Equivalent up third Business Day prior to but not exceeding the Letter proposed date of Credit Sublimit issuance, extension, modification or amendment and denominated in dollars or in a Permitted Foreign Currency; provided shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be no later than the earlier of the date that is five (5) Business Days (or, in the case of any commercial Letter of Credit, thirty (30) Business Days) prior to the Commitment Termination Date and the date which is one year after the requested date of issuance, provided that any Letter of Credit with a one year tenor may provide for the renewal thereof for additional periods of up to one year which shall in no event extend beyond the date which is five (5) Business Days (or, in the case of any commercial Letter of Credit, thirty (30) Business Days) prior to the Commitment Termination Date), (ii) the proposed stated amount of each such Letter of Credit (which shall not be less than $100,000 for Letters of Credit issued in dollars (or, in or 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 of 100,000 units of such currency and that has a Dollar Equivalent thereof in excess of $100,000an Alternative Currency) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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), (iii) the Borrower and the Applicable Account Party when a currency in which such Letter of Credit is issuedshall be denominated (which currency shall be Dollars or an Alternate Currency), and (iv) such other information as shall demonstrate compliance of such Letter of Credit with the rules requirements specified therefor in this Agreement and the relevant Issuing Bank Agreement. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower in writing not less than two (2) Business Days prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the ISP 98 applicable conditions precedent and the other requirements set forth herein and in the relevant Issuing Bank Agreement, such Issuing Bank shall apply issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to each Letter of CreditLender.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the each Issuing Banks agree Bank agrees to issue standby Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower Borrowers or any Subsidiary (the “Applicable Account Party”) of their Subsidiaries in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (a) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (ib) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is reasonably acceptable to the applicable Issuing Bank; (iic) after giving effect to such issuance or increaseissuance, in no event shall (x) the Aggregate Total Exposure Outstanding Amount of the Revolving Obligations exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitmenteffect; (iiid) after giving effect to such issuance or increaseissuance, in no event shall the Outstanding Amount of the Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect, ; (ive) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall aggregate amount of the Letter of Credit Usage with respect to the outstanding Letters of Credit issued by such any Issuing Bank shall not exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, its L/C Commitment; and (vf) in no event shall any Letter of Credit have an expiration date later than the earlier of (Ai) the fifth Business Day seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (Bii) the date which is twelve months one (1) year from the original date of issuance of such Letter of Credit. Subject to the foregoing, the applicable foregoing (other than clause (e)) any Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the applicable such Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower and the Applicable Account Partyperiod; provided that such provided, no Issuing Bank shall not be required to extend any such Letter of Credit if it has received written notice that an Event of a Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if in the event that any Lender is at such time a Defaulting Lender, 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 such Issuing Bank (in its sole discretion) with the Borrower Borrowers or such Defaulting Lender to eliminate such Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Defaulting Lender (after giving effect to Section 2.16.1(d) and any Cash Collateral provided by the Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage at such time on terms Obligations in a manner reasonably satisfactory to the applicable Administrative Agent, such Issuing BankBank shall not be obligated to issue or extend any Letter of Credit hereunder. Unless otherwise expressly agreed by the applicable The Issuing Bank, the Borrower and the Applicable Account Party when Bank may send a Letter of Credit is issuedor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, the rules or any other commercially reasonable means of the ISP 98 shall apply to each communicating with a beneficiary. Each Letter of Credit specified as a “Credit for Reinsurance Letter of Credit” in the Issuance Notice delivered by Borrowers shall be in the Issuing Bank’s standard form for letters of credit qualifying for credit for reinsurance under applicable state insurance laws and regulation, with such changes as mutually agreed by the Issuing Bank and the Borrowers, and shall satisfy the requirements for letters of credit under the credit for reinsurance provisions of the insurance laws and regulations of the jurisdiction of domicile of the beneficiary thereof as to which the Borrowers provide written notice to the Issuing Bank prior to the date of issuance (each such Letter of Credit a “Credit for Reinsurance Letter of Credit”); provided that the Issuing Bank shall not be obligated to verify such satisfaction.

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 amount up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign CurrencySublimit; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 standby 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 PartyBorrower; 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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, Bank and the Borrower and the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credit.

Letters of Credit. During As regards policies or bonds issued by the Availability PeriodCompany within the scope of this Agreement, subject the Company agrees that when it shall file with the insurance regulatory authority or set up on its books reserves for losses, unearned premium reserves and loss development allowance (to be calculated using the formula below) covered hereunder which it shall be required by law to set up, it will forward to the terms Reinsurer a statement showing the proportion of such reserves which is applicable to the Reinsurer. The Reinsurer hereby agrees that it will apply for and conditions hereofsecure delivery to the Company of a clean, the Issuing Banks agree to issue Letters of Credit (or amend, extend or increase an outstanding irrevocable and unconditional Letter of Credit) at , issued by a bank, and containing provisions acceptable to the request insurance regulatory authorities having jurisdiction over the Company's reserves in an amount equal to the Reinsurer's proportion of reserves in respect of losses, unearned premium reserves and loss development allowances and allocated loss adjustment expense relating thereto, and losses and allocated loss adjustment expense paid by the Company but not recovered from the Reinsurer as shown in the statement prepared by the Company (hereinafter referred to as "Reinsurer's Obligations"). The Letter of Credit shall be issued for the account a period of the Borrower not less than one year, and shall be automatically extended for one year from its date of expiration or any Subsidiary future expiration date unless thirty (30) days prior to any expiration date the “Applicable Account Party”) in issuing bank shall notify the aggregate Dollar Equivalent up Company by certified or registered mail that the issuing bank elects not to but not exceeding consider the Letter of Credit Sublimit extended for any additional period. The Reinsurer and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 Company agree that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 provided by such Issuing Bank exceed the Letter Reinsurer pursuant to the provisions of Credit Issuer Sublimit this Agreement may be drawn upon at any time, notwithstanding any other provision of such Issuing Bank then in effectthis Agreement, and (v) in no event shall be utilized by the Company or any Letter successor, by operation of Credit have an expiration date later than law, of the earlier Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of (A) the fifth Business Day prior to Company for the Maturity Date and (B) 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 eachfollowing purposes, unless the applicable Issuing Bank elects not to extend otherwise provided 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is in a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit.separate Trust Agreement:

Letters of Credit. During In addition, upon the Availability Period, terms and subject to the terms conditions of this Agreement, and conditions hereofin reliance upon the representations, warranties and covenants of the Borrower made herein, the Issuing Banks agree Lender agrees to issue issue, to the extent permitted by law and the Uniform Custom Practices of the International Chamber of Commerce governing Letters of Credit (Publication No. 500 or amendany successor thereto), extend one or increase an outstanding Letter more Letters of Credit) at Credit on the request application and for the account of the Borrower or Borrower, during the period from the Closing Date to 30 days prior to the Revolving Credit Maturity Date; provided that the Stated Amount of Letters of Credit outstanding at any Subsidiary (the “Applicable Account Party”) in time, plus the aggregate Dollar Equivalent up to but amount of all unreimbursed draws under such outstanding Letters of Credit, shall not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided at any time (i) exceed $5,000,000 in the stated aggregate, or (ii) when added to the then outstanding amount of each Letter of Revolving Loans at such time, exceed the Revolving Credit shall not be less than $100,000 for Letters of Credit issued Commitment then in dollars (oreffect; and provided, in further that at the case time the Borrower requests the issuance of a Letter of Credit issued in a Permitted Foreign Currency, the smallest amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to the issuance thereof, there has not occurred and is not continuing a Default or an Event of Default. It is understood and agreed by the parties hereto that amounts drawn under such issuance or increaseLetters of Credit shall become immediately due and payable by the Borrower to the Lender and shall bear interest at the rate then applicable to Revolving Loans that are Base Rate Loans, in no event and, if not paid forthwith, shall, at the option of the Lender, be added to the Loan Account as Revolving Loans and shall (x) the Aggregate Total Exposure exceed be immediately due and payable upon the Revolving Commitments then in effect or Credit Maturity Date (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseor, in no event shall if earlier, upon acceleration of the Letter Loans). In addition, all Letters of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) after giving effect to such issuance or increaseshall, unless the Lender otherwise agreed to by the applicable Issuing Bank agrees 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 (v) in no event shall any Letter of Credit have an a stated expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 eachand shall, unless the applicable Issuing Bank elects in any event, expire not to extend for any such additional period and provides notice to that effect later than 15 days prior to the Borrower and the Applicable Account Party; provided that Revolving Credit Maturity Date. In order to evidence 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 BankCredit, the Borrower shall enter into, with the Lender, such agreements and execute such customary instruments and documents as the Applicable Account Party when Lender reasonably requires, including, but not limited to, a Letter letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Creditcredit application and agreement.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees to issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the either Borrower or any Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars Dollars or in a Permitted Foreign CurrencyEuro, as applicable; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 5,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 Partyperiod; provided that such provided, 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is in the event a Defaulting LenderFunding Default exists, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower Borrowers to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) Borrowers in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars Dollars or in a Permitted Foreign CurrencyEuro, as applicable; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 250,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increaseprovided, in no event shall (x) the Aggregate Total Exposure exceed aggregate minimum amount of Letters of Credit issued at any time be less than €50,000 or the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving CommitmentDollar Equivalent thereof; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 Partyperiod; provided that such provided, 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 and the Requisite Lenders have directed the Issuing Lender to cease providing Letters of Credit at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is in the event a Defaulting LenderFunding Default exists, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower Borrowers to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, the Issuing Banks agree to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Letters of Credit (or amendCredit”), extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower or from time to time on any Subsidiary Business Day during the period from the date hereof until 30 days before the Termination Date in an aggregate Available Amount (the “Applicable Account Party”i) in the aggregate Dollar Equivalent up for all Letters of Credit not to but not exceeding exceed at any time the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orFacility at such time, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 for all Letters of Credit issued by such Issuing Bank not to exceed the such Issuing Bank’s Letter of Credit Issuer Sublimit of Commitment at such Issuing Bank then in effecttime, and (viii) in no event shall any for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, but not after the Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)) and (A) in the fifth case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative 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 Day Days prior to the Maturity Date 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 Borrower (with a copy to the Administrative 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 (B) in the date which is twelve months from case of a Trade Letter of Credit, 180 days after the original date of issuance thereof; provided, however, 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 have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, but not after the Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)). If either a Notice of Renewal is not given by the 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 Administrative Agent or the 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. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Notwithstanding the foregoing, the expiration date of any Letter of Credit may occur after the Termination Date; provided, that the Administrative Agent and the Issuing Bank, each acting in its sole discretion, has approved in writing such expiration date (which approval may be conditioned on such terms and conditions (including the Cash Collateralization 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 ) as Administrative Agent 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 issuedeach acting in its sole discretion, the rules of the ISP 98 shall apply to each Letter of Creditmay determine).

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereofcontained herein, the US Borrower shall have the right to utilize a portion of the US Total Revolving Credit Commitment from time to time prior to the Revolving Credit Termination Date to obtain from the applicable Issuing Banks agree to issue Bank one or more US Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the US Borrower or any Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit such amounts and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 favor of such Permitted Foreign Currency beneficiaries as the US Borrower from time to time shall request; provided, that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) after giving effect applicable Issuing Bank have any obligation to such issuance or increase, unless otherwise agreed to by shall the applicable Issuing Bank in writing, in no any event shall the issue any US 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 if (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (Ai) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance face amount of such Letter of Credit. Subject , plus the US Letter of Credit Exposure Amount at such time would exceed $20,000,000, (ii) the face amount of such Letter of Credit, plus the aggregate of each US Lender’s US Revolving Credit Exposure at such time, would exceed the US Availability, (iii) such Letter of Credit would have an expiry date beyond the earlier to occur of (1) five (5) Business Days prior to the foregoingscheduled Revolving Credit Termination Date, (2) with respect to Standby Letters of Credit, one full year after the issuance date of such Standby Letter of Credit, or (3) with respect to Trade Letters of Credit, one hundred eighty (180) days after the issuance date of such Trade Letter of Credit; provided, however, that any Standby Letter of Credit with a one-year term may provide for automatic renewals thereof for additional one-year periods (which shall in no event extend beyond five (5) Business Days prior to the scheduled Revolving Credit Termination Date), (iv) such Letter of Credit is not in a form and does not contain terms satisfactory to the applicable Issuing Bank may agree that a and the US Administrative Agent in its sole and absolute discretion, (v) the US Borrower has not executed and delivered such Applications and other instruments and agreements relating to such Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless as 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 US Administrative Agent shall not extend have reasonably requested, (vi) any such Letter of Credit if it has received written notice that an Default or Event of Default has occurred and is continuing at the time continuing, or (vii) such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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, not being issued or has not been issued in connection with transactions occurring in the rules ordinary course of business of the ISP 98 US Borrower or any of its Domestic Subsidiaries. Each US Letter of Credit may be issued for the account of or used by the US Borrower or any of its Domestic Subsidiaries, but the US Borrower shall apply to have full liability for each Letter of Credit.

Letters of Credit. During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree to issue Letters (a) Each Letter of Credit shall be issued (or amend, extend the stated maturity thereof extended or increase an outstanding Letter of Creditterms thereof modified or amended) at the request and for the account of the Company, Enterprises or a Subsidiary of Enterprises (in which case each Borrower or any and such Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent up shall be co-applicants with respect to but not exceeding the such Letter of Credit Sublimit Credit) on not less than three (3) Business Days' prior written notice thereof to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the relevant Issuing Bank and shall be denominated in dollars Dollars or in an Alternative Currency. Each such notice (a Permitted Foreign Currency; provided "REQUEST FOR ISSUANCE") shall be delivered no later than 12:00 noon (New York City time) on the third Business Day prior to the proposed date of issuance, extension, modification or amendment and shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit (or the date of effectiveness of such extension, modification or amendment) and the stated expiry date thereof (which shall be no later than the earlier of the date that is five (5) Business Days (or, in the case of any commercial Letter of Credit, thirty (30) Business Days) prior to the Commitment Termination Date and the date which is one year after the requested date of issuance, provided that any Letter of Credit with a one year tenor may provide for the renewal thereof for additional periods of up to one year which shall in no event extend beyond the date which is five (5) Business Days (or, in the case of any commercial Letter of Credit, thirty (30) Business Days) prior to the Commitment Termination Date), (ii) the proposed stated amount of each such Letter of Credit (which shall not be less than $100,000 for Letters of Credit issued in dollars (or, in or 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 of 100,000 units of such currency and that has a Dollar Equivalent thereof in excess of $100,000an Alternative Currency) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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), (iii) the Borrower and the Applicable Account Party when a currency in which such Letter of Credit is issuedshall be denominated (which currency shall be Dollars or an Alternate Currency), (iv) the rules identity of the ISP 98 applicable Borrower and (v) such other information as shall apply to each demonstrate compliance of such Letter of CreditCredit with the requirements specified therefor in this Agreement and the relevant Issuing Bank Agreement. Each Request for Issuance shall be irrevocable unless modified or rescinded by the applicable Borrower in writing not less than two (2) Business Days prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein and in the relevant Issuing Bank Agreement, such Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish copies thereof to the Lenders.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day five days prior to the Maturity second anniversary of the Effective Date (the “Letter of Credit Expiration Date”) and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit. Subject to the foregoing; provided, the applicable however, that Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eacheach (but in any event, not beyond the Letter of Credit Expiration Date unless Borrower shall, not later than five days preceding the Letter of Credit Expiration Date, Cash collateralize in accordance with Section 2.4(i), on terms and conditions reasonably satisfactory to Administrative Agent and Issuing Bank, an amount equal to the Letter of Credit Usage with respect to any Letters of Credit having an expiry date later than the Letter of Credit Expiration Date; provided, further, that the obligations under this Section 2.4 in respect of such Letters of Credit of (i) Borrower shall survive the Revolving Commitment Termination Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such Cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to Borrower by Issuing Bank after the Revolving Commitment Termination Date and while the related Letter of Credit remains outstanding. Amounts held in such Cash collateral account shall be held and applied by Administrative Agent in the manner and for the purposes set forth in Section 2.4(d)), 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 Partyperiod; provided that such provided, 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the Defaulting Lenders’ participation obligations in respect of Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share 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 shall apply to each Letter of CreditUsage.

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereofset forth herein, any Issuing Bank, in reliance on the Issuing Banks agree agreements of the Lenders set forth in Section 2.03(d), agrees to issue trade and standby Letters of Credit (denominated in Dollars or amend, extend or increase an outstanding Letter of Credit) at the request and another Available Currency for the account of any Borrower, or 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 (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 account of such Permitted Foreign Currency that is an integral Borrower for the benefit of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) orany Restricted Subsidiary, in each case, on any Business Day during the applicable Availability Period in such lesser amount form as may be approved from time to time by such Issuing Bank; provided, that no Issuing Bank shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Exposure with respect to Letters of Credit would exceed the LC Sublimit, (ii) the Total Revolving Credit Exposure would exceed the Line Cap at such time, or (iii) such Letter of Credit is to be issued in any currency other than Dollars. Additionally, no Issuing Bank shall be under any obligation to issue or renew any Letter of Credit if the Letter of Credit is to be denominated in a currency other than Dollars. Subject to the terms and conditions set forth herein, the Administrative Borrower may request the issuance of Letters of Credit for the benefit of any Borrower or applicable Restricted Subsidiary, in a form reasonably acceptable to the applicable Issuing Bank; , at any time and from time to time during the Availability Period (iibut not later than the date that is three (3) after giving effect Business Days prior to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) after giving effect to such issuance or increaseMaturity Date, unless otherwise agreed Cash Collateralized or backstopped on terms reasonably acceptable to by the applicable Issuing Bank in writingand the Administrative Agent)); provided, in no event shall the Letter of Credit Usage with respect further, that, notwithstanding anything to the Letters of Credit issued by such contrary herein, no Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and (v) in no event shall have any obligation to issue any Letter of Credit have an expiration date later than if the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of such Letter of CreditCredit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. Subject to In the foregoingevent of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of the LC Application or other agreement submitted by the Administrative Borrower to, or entered into by the applicable Borrower with, the applicable Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not relating 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 BankCredit, the Borrower terms and the Applicable Account Party when conditions of this Agreement shall control. Any purported grant of a Letter of Credit is issued, the rules of the ISP 98 security interest in any LC Document shall apply to each Letter of Creditbe null and void.

Letters of Credit. During the Availability Period, subject Subject to the terms and conditions of this Agreement, and on the condition that aggregate Letter of Credit Liabilities shall never exceed $5,000,000, (i) Borrower shall have the right to, in addition to Loans provided for in SECTION 2.1 hereof, utilize the Issuing Banks agree Revolving Loan Commitments from time to issue Letters time during the Revolving Loan Availability Period by obtaining the issuance of Credit (or amend, extend or increase an outstanding Letter standby letters of Credit) at the request and credit for the account of the Borrower or any Subsidiary (the “Applicable Account Party”) if Borrower shall so request in the aggregate Dollar Equivalent up notice referred to but not exceeding in SECTION 2.2(B)(I) hereof (such standby letters of credit as any of them may be amended, supplemented, extended or confirmed from time to time, being herein collectively called the "LETTERS OF CREDIT)" and (ii) TCB agrees to issue such Letters of Credit. Upon the date of the issuance of a Letter of Credit, the applicable Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Loan Lender, and each such Lender shall be deemed, without further action by any party hereto, to have purchased from the applicable Issuer, a participation, to the extent of such Lender's Revolving Loan Commitment Percentage, in such Letter of Credit Sublimit and denominated in dollars the related Letter of Credit Liabilities, which participation shall terminate on the earlier of the expiration date of such Letter of Credit or in a Permitted Foreign Currency; provided (i) the stated amount of each Revolving Loan Termination Date. No Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months one year from the original date of issuance of such Letter of Creditissuance. Subject to the foregoing, the applicable Issuing Bank may agree that a Any Letter of Credit will automatically that shall have an expiration date after the end of the Revolving Loan Availability Period shall be extended for one subject to Cover or more successive periods not backed by a standby letter of credit in form and substance, and issued by a Person, acceptable to exceed one year eachAgent in its sole discretion. TCB or, unless with the prior approval of Borrower, Agent and 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, another Lender shall be the Issuing Banks shall not be required to issue, amend, extend or increase any Letter Issuer 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit.

Letters of Credit. During Prior to the expiration of the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 (for the “Applicable Account Party”) purposes specified in the definitions of Commercial Letters of Credit and Standby Letters of Credit in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign CurrencySublimit; provided (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 250,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any Standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day expiration of the Availability Period (unless the Borrower agrees to cash collateralize or provide other credit support for such Standby Letter of Credit, in each case subject to arrangements that are reasonably acceptable to the Issuing Bank prior to the Maturity Date such date) and (B2) the date which is twelve months one (1) year from the original date of issuance of such Standby Letter of Credit. Subject ; and (vi) in no event shall any Commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the expiration of the Availability Period (unless the Borrower agrees to cash collateralize or provide other credit support for such Standby Letter of Credit, in each case subject to arrangements that are reasonably acceptable to the foregoing, Issuing Bank prior to such date) and (2) the applicable date which is one hundred and eighty (180) days from the date of issuance of such Commercial Letter of Credit or (y) be issued if such Commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. The Issuing Bank may agree that a Standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the applicable Issuing Bank elects not to extend for any reason or for no reason 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 the time such Issuing Bank must elect to allow such extensionperiod; provided, furtherthat, if in the event any Lender is a Defaulting LenderFronting Exposure exists, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such the Issuing Bank’s risk with respect to the participation in Letters of Credit of such the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share of the Letter of Credit Usage at such time on terms satisfactory to Usage. On the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing BankClosing Date, the Borrower and the Applicable Account Party when each Existing Letter of Credit will be deemed a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Credithereunder.

Letters of Credit. During the Availability Period, subject to On the terms and conditions hereofhereinafter set forth, the Issuing Banks agree Agent, or an Affiliate of Agent, shall from time to time during the period beginning on the Effective Date and ending on the Maturity Date upon request of either Borrower issue standby Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the either Borrower or any Subsidiary (the “Applicable Account Party”"Letters of Credit") in such face amounts as either Borrower may request, but not to exceed in the aggregate Dollar Equivalent up to but not exceeding face amount at any time outstanding the Letter sum of Credit Sublimit One Million and denominated in dollars or in a Permitted Foreign Currency; provided No/100 Dollars (i) the stated $1,000,000.00). The face amount of each Letter of Credit shall not be less than $100,000 for all Letters of Credit issued in dollars (orand outstanding hereunder shall be considered as Advances on the Commitment for Borrowing Base purposes and all payments made by the Agent, in or any issuing Affiliate of Agent, on such Letters of Credit shall be considered as Advances under the case of a Notes. Each Letter of Credit issued used for the account of either Borrower hereunder shall (i) be in a Permitted Foreign Currency, the smallest amount favor of such Permitted Foreign Currency that is an integral beneficiaries as are specifically requested by such Borrower for purposes of 100,000 units of securing such currency Borrower's obligations associated with its oil and that has a Dollar Equivalent gas operations and activities, or securing such Borrower's obligations in excess of $100,000) orconnection with Rate Management Transactions permitted under this Agreement, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance have an expiration date not exceeding the earlier of (a) one year or increase, in no event shall (xb) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; Maturity Date, and (iii) after giving effect to contain such other terms and provisions as may be required by Agent. Each Lender (other than Agent, except in cases where an Affiliate of Agent is the issuer) agrees that, upon issuance or increase, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any Letter of Credit have hereunder, it shall automatically acquire a participation in the Agent's, or its issuing Affiliate's, liability under such Letter of Credit in an expiration date later amount equal to such Lender's Commitment Percentage of such liability, and each Lender (other than Agent, except in cases where an Affiliate of Agent is the earlier issuer) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Agent, or its issuing Affiliate, to pay and discharge when due, its Commitment Percentage of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of Agent's, or its issuing Affiliate's, liability under such Letter of Credit. Subject The Borrowers hereby, jointly and severally, unconditionally agree to pay and reimburse the foregoingAgent, or its issuing Affiliate, for the applicable Issuing Bank may agree that a amount of each demand for payment under any Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless that is in compliance with 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 provisions of any such Letter of Credit if it has received written notice that an Event at or prior to the date on which payment is to be made by the Agent, or its issuing Affiliate, to the beneficiary thereunder, without presentment, demand, protest or other formalities of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase kind. Upon receipt from any beneficiary of any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate of any demand for payment under such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit, the Agent shall promptly notify the Borrowers of the demand and the date upon which such payment is to be made by the Agent, or its issuing Affiliate, to such beneficiary in respect of such demand. Forthwith upon receipt of such notice from the Agent, Borrowers shall advise the Agent whether or not Borrowers intend to borrow hereunder to finance their obligations to reimburse the Agent, or its issuing Affiliate, and if so, submit a Notice of Borrowing as provided in Section 2(c) hereof. If Borrowers fail to so advise Agent and thereafter fail to reimburse Agent, or its issuing Affiliate, the Agent shall notify each Lender of the demand and the failure of the Borrowers to reimburse the Agent, or its issuing Affiliate, and each Lender shall reimburse the Agent, or its issuing Affiliate, for its Commitment Percentage of each such draw paid by the Agent, or its issuing Affiliate, and unreimbursed by the Borrowers. All such amounts paid by Agent, or its issuing Affiliate, and/or reimbursed by the Lenders shall be treated as an Advance or Advances under the Commitment, which Advances shall be immediately due and payable and shall bear interest at the Maximum Rate.

Letters of Credit. During the Availability Period, subject (a) Subject to and upon the terms and conditions hereofherein set forth, at any time and from time to time after the Closing Date and prior to the L/C Maturity Date, (i) any Borrower may request that the Issuing Banks agree to Bank issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the such Borrower a Letter of Credit or Letters of Credit in Dollars or any Subsidiary Approved Currency in such form as may be approved by the Issuing Bank in its reasonable discretion. Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the “Applicable Account Party”) in Stated Amount of which, when added to the aggregate Dollar Equivalent up to but not exceeding Letters of Credit Outstanding at such time, would exceed the Letter of Credit Sublimit and denominated Commitment then in dollars effect; (ii) no Letter of Credit shall be issued, amended (to increase the Stated Amount thereof), extended or renewed if, after giving effect to such issuance, amendment, extension or renewal, the Total Revolving Credit Exposure would exceed the Line Cap then in a Permitted Foreign Currencyeffect; provided (iiii) the stated amount of each Letter of Credit shall not be less have an expiration date occurring no later than $100,000 for Letters one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the Issuing Bank, provided that in no event shall such expiration date occur later than the L/C Maturity Date; (iv) no Letter of Credit shall be issued in dollars (or, in if it would be illegal under any applicable law for the case beneficiary of the Letter of Credit to have a Letter of Credit issued in a Permitted Foreign Currency, the smallest amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bankits favor; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have shall be issued by an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 after it has received a written notice from a Borrower or any Lender stating that an Event of a Default has occurred and is continuing at until such time as the time such Issuing Bank must elect shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the waiver of such Default in accordance with the provisions of Section 10.01. Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to allow such extension; provided, further, if any Lender is a Defaulting Lenderthe Administrative Agent and the Issuing Bank (which notice the Administrative Agent shall promptly transmit to each of the applicable Lenders), the Issuing Banks Borrowers shall not be required have the right, on any day, permanently to issue, amend, extend terminate 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 Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of reduce the Letter of Credit Usage at Commitment in whole or in part, provided that, after giving effect to such time on terms satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Banktermination or reduction, the Borrower and Letters of Credit Outstanding shall not exceed the Applicable Account Party when a Letter of Credit is issued, the rules of the ISP 98 shall apply to each Letter of CreditCommitment.

Letters of Credit. During the Availability Period, subject to the terms and conditions hereof, The Borrower shall give the Issuing Banks agree to issue Letters Bank (which shall promptly notify the Lenders of Credit (or amend, extend or increase an outstanding such request and their Percentage Share of such Letter of Credit) at advance notice to be received by the Issuing Bank not later than 11:00 a.m. (Central time) not less than three Business Days prior thereto of each 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 (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 effectissuance, and (v) in no event shall any Letter of Credit have an expiration date later than at least the earlier of (A) the fifth 30 Business Day Days prior to the Maturity Date and date of the renewal or extension, of a Letter of Credit hereunder or (B) 30 calendar days prior to the last date upon which the Issuing Bank is twelve months from required to give notice of cancellation or non-renewal of such Letter of Credit thereunder, which request shall specify (i) the original date of issuance amount of such Letter of Credit, (ii) the date (which shall be a Business Day) such Letter of Credit is to be issued, renewed or extended, (iii) the duration thereof, (iv) the name and address of the beneficiary thereof and (v) such other information as the Administrative Agent may reasonably request, all of which shall be reasonably satisfactory to the Administrative Agent. Subject to the foregoingterms and conditions of this Agreement, on the date specified for the issuance, renewal or extension of a Letter of Credit, the applicable Issuing Bank may agree that Administrative Agent shall issue, renew or extend such Letter of Credit to the beneficiary thereof. In conjunction with the issuance of each Letter of Credit, the Borrower shall execute a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachAgreement. In the event of any conflict between any provision of a Letter of Credit Agreement and this Agreement, unless the applicable Borrower, the Issuing Bank, the Administrative Agent and the Lenders hereby agree that the provisions of this Agreement shall govern. The Issuing Bank elects not to extend for any such additional period and provides notice to that effect will send to the Borrower and the Applicable Account Party; provided that such Issuing Bank shall not extend each Lender, immediately upon issuance of any Letter of Credit, or an amendment thereto, a true and complete copy of such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Credit, or such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Creditamendment thereto.

Letters of Credit. During the Availability PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, the Issuing Banks agree to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Letters of Credit (or amendCredit”), extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower or from time to time on any Subsidiary Business Day during the period from the date hereof until 30 days before the Termination Date in an aggregate Available Amount (the “Applicable Account Party”i) in the aggregate Dollar Equivalent up for all Letters of Credit not to but not exceeding exceed at any time the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orFacility at such time, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 for all Letters of Credit issued by such Issuing Bank not to exceed the such Issuing Bank’s Letter of Credit Issuer Sublimit of Commitment at such Issuing Bank then in effecttime, and (viii) in no event shall any for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Termination Date, but not after the Termination Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)) and (A) in the fifth case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative 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 Day Days prior to the Maturity Date 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 Borrower (with a copy to the Administrative 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 (B) in the date which is twelve months from case of a Trade Letter of Credit, 180 days after the original date of issuance thereof; provided, however, that the terms of such Letter of Credit. Subject to the foregoing, the applicable Issuing Bank may agree that a each Standby Letter of Credit will 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 have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended for one or more successive periods not to exceed one year each, unless a date later than 30 days before 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; Termination Date (provided that such Issuing Bank shall not extend any such Letter of Credit if it has received written notice may have an expiration date after the date that an Event is 30 days before the Termination Date, but not after the Termination Date, so long as such Letter of Default has occurred and Credit obligates the Borrower to Cash Collateralize such Letter of Credit in accordance with Section 2.03(e)). If either a Notice of Renewal is continuing at not given by the time such Borrower or a Notice of Termination is given by the relevant Issuing Bank must elect pursuant to allow the immediately preceding sentence, such extensionStandby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, furtherhowever, if any Lender is that even in the absence of receipt of a Defaulting Lender, Notice of Renewal the Issuing Banks shall not be required to issue, amend, extend or increase any Letter of Credit unless the applicable relevant Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect may in its discretion, unless instructed to the participation contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in Letters such case, a Notice of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Usage at such time on terms satisfactory Facility, and subject to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Banklimits referred to above, the Borrower and may request the Applicable Account Party when a issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit is issued, Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the rules issuance of the ISP 98 shall apply to each Letter additional Letters of CreditCredit under this Section 2.01(b).

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Banks agree agreements of the other Lenders set forth in Section 2.3(g), agrees to issue letters of credit (“Letters of Credit (or amend, extend or increase an outstanding Letter of Credit”) at the request and for the account of the Borrower or on any Subsidiary (Business Day during the “Applicable Account Party”) period from and including the Closing Date to the date that is five Business Days prior to the Revolving Termination Date in the aggregate Dollar Equivalent up such form as may be approved from time to but not exceeding the time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orif, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increaseissuance, in no event shall (xi) the Aggregate Total Exposure L/C Obligations would exceed the Revolving Commitments then L/C Commitment (or the L/C Obligations in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the Letter respect of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 Lender exceed its maximum L/C Commitment as set forth in the definition thereof), (ii) the Total Revolving Extensions of Credit would exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and Total Revolving Commitments or (viii) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Banks Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure. Each Letter of Credit shall not (i) be required denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to issue, amend, extend or increase the Revolving Termination Date; provided that any Letter of Credit unless with a one-year term may provide for the applicable Issuing Bank has entered into arrangements satisfactory renewal thereof for additional one-year periods as set forth in Section 2.3(d) (which shall in no event extend beyond the date referred to it and in clause (y) above); provided further that at any time the Borrower Revolving Commitments have been extended pursuant to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 BankSection 2.1(b), the Borrower and L/C Obligations shall not exceed the Applicable Account Party when a Letter Total Revolving Commitments scheduled to be in effect through the end of Credit is issued, the rules of the ISP 98 shall apply to each Letter of Creditany extended Revolving Commitment Period.

Letters of Credit. (a) During the Availability Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank, in reliance upon the agreements of the other Lenders pursuant to issue subsections (d) and (e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, 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 (on the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the Letter of Credit Sublimit terms and denominated in dollars or in a Permitted Foreign Currencyconditions hereinafter set forth; provided that (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit issued in dollars (or, in the case of a Letter of Credit issued in a Permitted Foreign Currencyany renewal or extension thereof (including any automatic extension), the smallest amount of one year after such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000renewal or extension) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date that is five (5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000; (iii) the Borrower may not request any Letter of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would exceed the Aggregate Revolving Commitment Amount and (iv) the Borrower shall not request, and the Issuing Bank shall have no obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is twelve months the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Each Revolving Lender shall be deemed to have purchased, and hereby irrevocably and unconditionally purchases from the original date relevant Issuing Bank without recourse a participation in each Letter of issuance Credit equal to such Revolving Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of CreditCredit on the date of issuance. Subject to the foregoing, the applicable Issuing Bank may agree that Each issuance of a Letter of Credit will automatically shall be extended for one or more successive periods not deemed to exceed one year each, unless utilize the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect Revolving Commitment of each Lender by an amount equal 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 amount of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Creditparticipation.

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Banks agree to Lender shall issue such Letters of Credit as the Borrower may request upon the delivery of a written request in the form of Exhibit I hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) no Default or amendEvent of Default shall have occurred and be continuing, extend or increase an outstanding (ii) upon issuance of such 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 (i) the stated amount of each Letter of Credit Liabilities shall not be less than exceed Twenty-Five Million and No/100 Dollars ($100,000 for Letters of Credit issued in dollars (or25,000,000.00), 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the sum of (A) the Revolving Credit Loans Outstanding, (B) the Swing Loans Outstanding, and (C) the amount of Letter of Credit Usage Liabilities (after giving effect to all Letters of Credit requested) exceed the Letter of Total Revolving Credit Sublimit then in effectCommitment, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the outstanding principal amount of the Revolving Credit Loans, Swing Loans, Term Loans, and Letter of Credit Usage with respect Liabilities (after giving effect to the any requested Letters of Credit issued by such Issuing Bank Credit) exceed the Letter lesser of Credit Issuer Sublimit (X) the Total Commitment or (Y) the sum of such Issuing Bank then the Unencumbered Pool Availability minus the aggregate amount of all other Unsecured Debt or cause a violation of the covenants set forth in effect§9.1, (v) the conditions set forth in §10 and §11 shall have been satisfied, and (vvi) in no event shall any amount drawn under a Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of be available for reinstatement or a subsequent drawing under such Letter of Credit. Subject Notwithstanding anything to the foregoingcontrary contained in this §2.10, the applicable Issuing Bank may agree that a Lender shall not be obligated to issue, amend, extend, renew or increase any 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 at a time when 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 other Revolving Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, unless the Issuing Banks Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall not be required have no participation therein, except to issue, amend, extend or increase any Letter of Credit unless the applicable extent the Issuing Bank Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to it and the Borrower Issuing Lender in its good faith determination to eliminate such the Issuing BankLender’s risk Fronting Exposure with respect to the participation in Letters of Credit of any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by Cash Collateralizing an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Defaulting LenderPerson’s Applicable Percentage authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Majority Revolving Credit Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit Usage at such time on terms satisfactory and ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the applicable Issuing BankRevolving Credit Maturity Date). Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower and the Applicable Account Party when a The amount available to be drawn under any Letter of Credit is issued, shall reduce on a dollar-for-dollar basis the rules of amount available to be drawn under the ISP 98 shall apply to each Letter of CreditTotal Revolving Credit Commitment as a Revolving Credit Loan.

Letters of Credit. During the Availability Period, subject to On the terms and conditions hereofhereinafter set forth, Agent shall from time to time during the Issuing Banks agree to period beginning on the Effective Date and ending on the Maturity Date upon request of Borrower 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”"Letters of Credit") in such face amounts as Borrower may request, but not to exceed in the aggregate Dollar Equivalent up to but not exceeding face amount at any time outstanding the Letter sum of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided Ten Million Dollars (i) the stated $10,000,000.00). The face amount of each Letter of Credit shall not be less than $100,000 for all Letters of Credit issued in dollars and outstanding hereunder shall be considered as Advances on the Revolving Commitment for Borrowing Base purposes and all payments made by Agent (or, in or by another issuing Bank) on such Letters of Credit shall be considered as Advances under the case Revolving Notes. The obligations of a the Agent or any other issuing Bank on such Letters of Credit shall be secured by all of the Collateral. Each Letter of Credit issued for the account of Borrower hereunder shall (i) be in a Permitted Foreign Currency, the smallest amount favor of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) orbeneficiaries as specifically requested by Borrower, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than not exceeding the earlier of (A) two (2) years from the fifth Business Day prior to the Maturity Date and date of their issuance, or (B) the date which is twelve months Maturity Date, and (iii) contain such other terms and provisions as may be required by Agent or the issuing Bank. In the event that at the Maturity Date there are outstanding Letters of Credit with expiration dates beyond the Maturity Date, Borrower and Banks agree that all Collateral pledged to secure the Notes and the other obligations of Borrower hereunder and under the other documents executed in connection herewith shall continue to secure the obligations of Borrower to Agent or other issuing Bank on such outstanding Letters of Credit until such time as either (a) all such Letters of Credit have expired by their terms or (b) the Agent or other issuing Bank has received indemnification from a party satisfactory to the original date Agent or the other issuing Bank, as the case may be, as to Borrower's obligations under any such outstanding Letters of Credit. Each Bank (other than the Agent) agrees that, upon issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in the Agent's liability under such Letter of Credit in an amount equal to such Bank's Commitment Percentage of such liability, and each Bank (other than the Agent) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Agent to pay and discharge when due, its Commitment Percentage of the Agent's liability under such Letter of Credit. Upon delivery by such Bank of funds to pay and discharge such liability, such Bank shall be treated as having purchased a participating interest in an amount equal to the amount of such funds delivered to the Agent by such Bank in the obligation of Borrower to reimburse Agent, as the issuer of such Letter of Credit, for any amounts payable, paid, or incurred by Agent, as the issuer of such Letter of Credit, with respect to such Letter of Credit. Subject Each such payment by such Bank shall be considered an Advance under its Note and shall bear interest at the rates specified in Section 4 hereof. The Borrower hereby conditionally agrees to pay and reimburse the foregoing, Agent for its own account and for the applicable Issuing account of each Bank may agree that providing funds for the purchase of a participation in such 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 amount of each demand for payment under any such additional period and provides notice to Letter of Credit that effect to is in substantial compliance with the Borrower and the Applicable Account Party; provided that such Issuing Bank shall not extend provisions of any such Letter of Credit if it has received written notice that an Event at or prior to the date on which payment is made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend, extend or increase kind. Upon receipt from any beneficiary of any Letter of Credit unless the applicable Issuing Bank has entered into arrangements satisfactory to it and the Borrower to eliminate of any demand for payment under such Issuing Bank’s risk with respect to the participation in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit, the Agent shall promptly notify the Borrower of the demand and the date upon which such payment is to be made by the Agent to such beneficiary in respect of such demand. Forthwith upon receipt of such notice from the Agent, Borrower shall advise Agent whether or not it intends to borrow hereunder to finance its obligations to reimburse the Agent, and if so, submit a Notice of Borrowing as provided in Section 2(c) hereof.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the the(a) terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) of its Subsidiaries in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Outstanding Amount of the Revolving Obligations exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Outstanding Amount of the Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (B2) the date which is twelve months one (1) year from the original date of issuance of such standby Letter of Credit. Subject to the foregoingforegoing (other than clause (v)), the applicable Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the applicable Issuing Bank elects not to extend for any such additional period and provides notice to that effect to period; provided, 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 the time such the Issuing Bank must elect to allow such extension; provided, further, if in the event that any Revolving Lender is at such time a Defaulting Lender, 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 Issuing Bank (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the Issuing Bank’s risk Fronting Exposure with respect to the participation in Letters of Credit of such Defaulting Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage at such time on terms Obligations in a manner reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing BankAdministrative Agent, the Borrower and the Applicable Account Party when Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit is issuedor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. Notice of Issuance. Whenever the Borrower desires the issuance of a Letter of(b) Credit, the rules Borrower shall deliver to the Administrative Agent an Issuance Notice no later than 1:00 p.m. at least three (3) Business Days or such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the ISP 98 proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 5.2, an Issuing Bank shall apply issue the requested Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to each a Letter of Credit., the Issuing Bank shall promptly notify the Administrative Agent and each Revolving Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Revolving Lender’s respective participation in such Letter of Credit pursuant to Section 2.3(e). 50

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees to issue or amend Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the Borrower or its Subsidiaries (provided that Borrower is an obligor on the Letter of Credit Application submitted to the Issuing Bank in connection with any Subsidiary (such Letter of Credit to be issued for the “Applicable Account Party”) account of any of Borrower’s Subsidiaries), or to amend or extend Letters of Credit previously issued by it, in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign CurrencySublimit; provided provided, (i) each Letter of Credit shall be denominated in an Agreed Currency; (ii) the initial stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued 250,000 (or its equivalent in dollars (or, in the case of a Letter of Credit issued in a Permitted Foreign any other Agreed Currency, the smallest amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any standby Letter of Credit (x) have an expiration date later than the earlier of (A1) the fifth Business Day prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such standby Letter of Credit; or (y) be issued if such standby Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 by giving prior notice to that effect (“Non-Extension Notice”) to the Borrower and the Applicable Account Partybeneficiary thereof not later than a day prior to such date of expiration; provided that such provided, 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 seven (7) Business Days before the time such Issuing Bank must elect to allow such extensionNon-Extension Notice date; provided, further, if any Lender is in the event a Defaulting LenderFunding Default exists, the Issuing Banks Bank shall not be required to issue, amend, extend or increase issue 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 the Defaulting Lender, including by Cash Collateralizing cash collateralizing such Defaulting Lender’s Applicable Percentage Pro Rata Share of the Letter of Credit Usage at such time on terms satisfactory Usage; provided, further, Issuing Bank shall not be under any obligation to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower and the Applicable Account Party when a issue any Letter of Credit is issuedif (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the rules of the ISP 98 shall apply to each Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it or (y) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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”) of its Subsidiaries in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided that (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iiiii) after giving effect to such issuance or increaseissuance, in no event shall (x) the Aggregate Total Exposure Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect or Commitments, (y) the Revolving Credit Exposure of any Lender’s Total Exposure Lender exceed such Lender’s Revolving Commitment; Commitment or (iiiz) after giving effect to such issuance or increase, in no event shall the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect, Sublimit; and (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day seven days prior to the Maturity Revolving Commitment Termination Date and (B2) the date which is twelve months one year from the original date of issuance of such Letter of Credit. Subject to the foregoing, foregoing (other than clause (iv)) 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 Partyperiod; provided that such the 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 the time such the Issuing Bank must elect to allow such extension; provided, further, if provided further that in the event that any Lender is at such time a Defaulting Lender, 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 (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such the Issuing Bank’s risk Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the participation in Letters of Credit of such Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage at such time on terms Obligations in a manner reasonably satisfactory to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing BankAgents, the Borrower and the Applicable Account Party when Issuing Bank shall not be obligated to issue or extend any Letter of Credit hereunder. The Issuing Bank may send a Letter of Credit is issuedor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, the rules or any other commercially reasonable means of the ISP 98 shall apply to each Letter of Creditcommunicating with a beneficiary.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 its Subsidiaries (provided that the Borrower is an obligor on the Letter of Credit Application submitted to the Issuing Bank in connection with any Subsidiary (such Letter of Credit to be issued for the “Applicable Account Party”) account of any of the Borrower’s Subsidiaries), or to amend or extend Letters of Credit previously issued by it, in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign CurrencySublimit; provided provided, (i) each Letter of Credit shall be denominated in an Agreed Currency; (ii) the stated amount initial Stated Amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued 250,000 (or its equivalent in dollars (or, in the case of a Letter of Credit issued in a Permitted Foreign any other Agreed Currency, the smallest amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any Letter of Credit (x) have an expiration date later than the earlier of (A1) the fifth Business Day five days prior to the Maturity Revolving Commitment Termination Date and (B2) the date which that is twelve months one year from the original date of issuance of such Letter of Credit; or (y) be issued if such Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion; and (vi) in no event shall any commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 by giving prior notice to that effect (“Non-Extension Notice”) to the Borrower and beneficiary thereof not later than the Applicable Account Partyapplicable Non-Extension Notice Date; provided that such provided, the 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 the time least seven Business Days prior to such Issuing Bank must elect to allow such extensionNon-Extension Notice Date; provided, further, if any Lender is a Defaulting Lender, the Issuing Banks Bank shall not be required under any obligation to issue, amend, extend or increase issue any Letter of Credit unless if (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Bank has entered into arrangements satisfactory from issuing such Letter of Credit, or any law applicable to it and the Borrower to eliminate Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank’s risk Bank with respect to the participation in Letters of Credit of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage at any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to it or (y) the issuance of such time on terms satisfactory Letter of Credit would violate one or more policies of the Issuing Bank applicable to the applicable Issuing Bankletters of credit generally. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower Each Existing Letter of Credit shall continue to be outstanding and the Applicable Account Party when shall be deemed to be a Letter of Credit is issuedhereunder, subject to the rules of the ISP 98 shall apply to each Letter of Creditterms and conditions hereof.

Letters of Credit. During (a) Each Letter of Credit (other than an Existing Letter of Credit) shall be issued (or the Availability Period, subject stated maturity thereof extended or terms thereof modified or amended) on not less than three Business Days' prior written notice thereof to the terms Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and conditions hereofthe relevant Issuing Bank; provided, however, that no such notice shall be required in connection with the Issuing Banks agree automatic extension of an Evergreen Letter of Credit. Each such notice (a "REQUEST FOR ISSUANCE") shall specify (i) the date (which shall be a Business Day, but in no event later than the date that occurs ten (10) Business Days prior to issue Letters the Revolving Credit Termination Date) of issuance of such Letter of Credit (or amendthe date of effectiveness of such extension, extend modification or increase an outstanding Letter amendment) and the stated expiry date thereof (which shall be no later than the date that occurs one year from the date of Credit) at the request and for the account issuance of the Borrower or any Subsidiary (the “Applicable Account Party”) in the aggregate Dollar Equivalent up to but not exceeding the such Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (or, in the case of any extension of a Letter of Credit issued in a Permitted Foreign CurrencyCredit, one year from the smallest amount date of effectiveness of such Permitted Foreign Currency that is an integral of 100,000 units of such currency extension), and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in any event no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall later than the Letter of Credit Usage exceed Expiration Date (subject, in the case of any Evergreen Letter of Credit, to automatic annual renewal or extension)), (ii) the proposed stated amount of such Letter of Credit Sublimit then (which shall be in effect, Dollars and shall not be less than $100,000) and (iviii) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event other information as shall the demonstrate compliance of such Letter of Credit Usage with respect to the Letters of Credit issued by such requirements specified therefor in this Agreement and the relevant Issuing Bank exceed Agreement. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Letter of Credit Issuer Sublimit of such Issuing Bank then in effect, and (v) in no event shall any Letter of Credit have an expiration date later Borrower not less than the earlier of (A) the fifth one Business Day prior to the Maturity Date and (B) the date which is twelve months from the original proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Letter Request for Issuance, and upon fulfillment of Credit. Subject to the foregoing, the applicable conditions precedent and the other requirements set forth herein and in the relevant Issuing Bank may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year eachAgreement, 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 issue (or extend, amend or modify) such Letter of Credit if it has received written and provide notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 copy thereof to the participation in Letters of Credit of such Defaulting LenderAdministrative Agent, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter of Credit Usage at such time on terms satisfactory which shall promptly furnish copies thereof 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 shall apply to each Letter of CreditLenders.

Letters of Credit. During (a) Upon receipt by the Availability PeriodAdministrative Agent of at least three (3) Business Days written notice from the Borrower in the form of a Request for Issuance of Letter of Credit, the Administrative Agent shall promptly forward such notice to the Arrangers, the Issuing Bank or, if requested by the Borrower, to another Lender agreeing to act as an Issuing Bank (and if such Lender shall accept and countersign such Request for Issuance of Letter of Credit, such Lender shall become the Issuing Bank with respect to such Letter of Credit), and the applicable Issuing Bank will issue a Letter of Credit in the amount requested subject to the terms and conditions hereofof this Agreement and further subject to the following: (i) after giving effect to the requested issuance, the Issuing Banks agree to issue aggregate face amount of all 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 hereunder would not exceeding exceed the Letter of Credit Sublimit Committed Amount, and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increasethe requested issuance, in no event the aggregate amount of all L/C Obligations then outstanding, plus the aggregate amount of Swing Loans then outstanding, plus the aggregate amount of all Revolving Loans then outstanding shall not exceed the Revolving Loan Commitment. No Letter of Credit shall have a maturity extending beyond the earlier of (x) a term of one (1) year from the Aggregate Total Exposure exceed the Revolving Commitments then in effect date of issuance or (y) the Initial Maturity Date. Subject to the maturity limitations provided herein and so long as no Default or Event of Default then exists or would be caused thereby, Letters of Credit shall be renewable annually upon the request of the Borrower and with the consent of the applicable Issuing Bank, which consent shall not be unreasonably withheld but shall be subject to compliance with customary letter of credit practices at the times of any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the proposed renewal. Each Request for Issuance of Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of Borrower shall specify in reasonable detail the documents which must be presented to draw under such Letter of Credit. Subject to the foregoing, which specification shall include all documents which 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Creditreasonably require.

Letters of Credit. During the Availability Revolving Commitment Period, subject to the terms and conditions hereof, the each Issuing Banks agree Bank agrees to issue Letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of the any Borrower or any Subsidiary (the “Applicable Account Party”) of its Subsidiaries in the aggregate Dollar Equivalent amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 50,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (iiiii) after giving effect to such issuance or increaseissuance, in no event shall (x) the Aggregate Total Exposure Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect or Commitments, (y) the Revolving Credit Exposure of any Lender’s Total Exposure Lender exceed such Lender’s Revolving Commitment; Commitment and (iiiz) after giving effect to such issuance or increase, in no event shall the Outstanding Amount of Letter of Credit Usage Obligations exceed the Letter of Credit Sublimit then in effect, Sublimit; and (iv) 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 (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A1) the fifth Business Day seven (7) days prior to the Maturity Date Revolving Commitment Termination Date, and (B2) the date which is twelve months one (1) year from the original date of issuance of such standby Letter of Credit. Subject to the foregoing, the applicable foregoing (other than clause (iv)) any Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one (1) year each, unless the applicable such Issuing Bank elects not to extend for any such additional period and provides notice to that effect to the Borrower and the Applicable Account Partyperiod; provided that such provided, no 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 the time such Issuing Bank must elect to allow such extension; provided, further, if in the event that any Lender is at such time a Defaulting Lender, 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 such Issuing Bank (in its sole discretion) with the Borrower Borrowers or such Defaulting Lender to eliminate such Issuing Bank’s risk Fronting Exposure with respect to such Lender (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the participation in Letters of Credit of such Defaulting Lender), including by Cash Collateralizing such Defaulting Lender’s Applicable Revolving Commitment Percentage of the Outstanding Amount of the Letter of Credit Usage at such time on terms Obligations in a manner reasonably satisfactory to the applicable Agents, such Issuing BankBank shall not be obligated to issue or extend any Letter of Credit hereunder. Unless otherwise expressly agreed by the applicable The Issuing Bank, the Borrower and the Applicable Account Party when Bank may send a Letter of Credit is issuedor conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, the rules or any other commercially reasonable means of the ISP 98 shall apply to each Letter of Creditcommunicating with a beneficiary.

Letters of Credit. During The Bank shall, from time to time upon request of the Availability PeriodBorrower prior to the Maturity Date, but subject to the terms and conditions hereof, the Issuing Banks agree to issue Letters stand-by letters of Credit (or amend, extend or increase an outstanding Letter of Credit) at the request and for the account of credit in such form as requested by the Borrower or any Subsidiary and approved by the Bank from time to time (the “Applicable Account PartyLetters of Credit”) in ); provided, however, that the aggregate Dollar Equivalent up Borrower shall not be entitled to but not exceeding request the issuance of any Letter of Credit Sublimit if there exists a Default or an Event of Default; and denominated in dollars or in a Permitted Foreign Currency; further provided that (i) the stated amount of each no Letter of Credit shall be issued if, as a result of such issuance, the aggregate amount of outstanding Letter of Credit Obligations would exceed the lesser of (x) $250,000 and (y) the Loan Commitment; (ii) no Letter of Credit shall have a maturity date longer than one year from the date of issuance unless the Bank, in its sole discretion has agreed to a longer term; (iii) no Letter of Credit shall have a maturity date later than ten days prior to the Maturity Date; (iv) the Borrower shall give the Bank at least five (5) days prior written notice of each request for a Letter of Credit, which notice shall include the amount of the requested Letter of Credit, the name and address of the beneficiary and a precise written description of the terms of such Letter of Credit, together with the documents described in the next paragraph; and (v) no Letter of Credit shall be requested unless the face amount of such Letter of Credit does not be less than $100,000 exceed the unused portion of the Loan Commitment. Borrower hereby irrevocably appoints the Sponsor as the sole Person authorized to execute and deliver a request for a Letter of Credit and application required hereunder to the Bank. In furtherance of the foregoing, Borrower hereby makes, constitutes and appoints Sponsor, and its agents and designees, the true and lawful agents and attorneys-in-fact of Borrower, with full power of substitution, to endorse its name and take all actions necessary to request Letters of Credit hereunder and issue all requests for Letters of Credit issued and to execute and deliver all applications and other documents in dollars (orconnection therewith. The powers granted herein are coupled with an interest and shall be irrevocable during the term hereof. In conjunction with any request for the issuance of a Letter of Credit, the Borrower shall first deliver to Bank its form letter of credit application, duly completed by a duly authorized officer of the Borrower. To the extent that such letter of credit application’s terms are inconsistent with the terms of this Agreement, this Agreement controls. Upon delivery to the Bank of such letter of credit application and other documents, instruments, or agreements which the Bank may require from time to time hereafter in connection therewith, each in form and substance satisfactory to the case Bank, subject to the limitations set forth in this Section 2.8, the Bank shall issue a Letter of Credit Borrower understands and agrees that the Bank may refuse upon any reasonable circumstances to issue any Letter of Credit. Upon issuance, a Letter of Credit shall be deemed to be an utilization of the Loan Commitment. Upon any draw upon a Letter of Credit issued in a Permitted Foreign Currencyhereunder, the smallest Borrower shall immediately reimburse the Bank for such drawn amount and, in the event that the Borrower fails to reimburse such amount on the same Business Day, the Bank shall be irrevocably authorized to draw such amount upon the Loan Commitment at which point the amount drawn shall be an Advance for all purposes hereunder, including without limitation, the accrual of interest. Upon the occurrence of any Event of Default pursuant to this Agreement, the Bank may require the Borrower to immediately deposit with the Bank cash collateral in the amount of such Permitted Foreign Currency that is an integral of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the all outstanding Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) after giving effect Obligations pursuant 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 (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Creditthis Agreement.

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereof, the Issuing Banks agree Bank, on behalf of the Lenders having a Revolving Loan Commitment and the Lenders having an SSI Revolving Loan Commitment, and in reliance on the agreements of such Lenders set forth in Section 2.13(d) hereof, hereby agrees to issue one or more 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”1) in the aggregate Dollar Equivalent respect of Lenders having Revolving Loan Commitments up to but not exceeding an aggregate face amount equal to the Available Letter of Credit Sublimit Commitment and denominated (2) in dollars or respect of Lenders having SSI Revolving Loan Commitments up to an aggregate face amount equal to the Available SSI Letter of Credit Commitment, in a Permitted Foreign Currencyeach case determined immediately prior to giving effect to the issuance thereof; provided provided, however, that the Issuing Bank shall not issue any Letter of Credit (i) unless the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable conditions precedent to the applicable Issuing Bank; issuance thereof set forth in Section 3.3 hereof have been satisfied, (ii) if any Default then exists or would be caused thereby, (iii) if, after giving effect to such issuance or increaseissuance, in no event shall the Available Revolving Loan Commitment (x) or, if applicable, the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the SSI Letter of Credit Usage exceed Commitment) would be less than zero or (iv) within thirty (30) days preceding the Maturity Date. Each Letter of Credit Sublimit then in effectshall (A) be payable at sight, (ivB) after giving effect to such issuance or increasebe denominated in United States dollars, unless otherwise agreed to by the applicable Issuing Bank in writing(C) expire, in no event shall the Letter of Credit Usage (i) with respect to the Standby Letters of Credit issued by such Issuing Bank exceed the Letter of Credit Issuer Sublimit of such Issuing Bank then in effectCredit, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier to occur of (Ax) the fifth Business Day prior to preceding the Maturity Date and (By) the date which is twelve months from the original 360 days after its date of issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such renewal), and (ii) with respect to Commercial Letters of Credit, no later than the earlier to occur of (x) the thirtieth day preceding the Maturity Date and (y) 180 days after its date of Issuance (but may contain provisions for automatic renewal; provided that no Default or Event of Default exists on the renewal date or would be caused by such renewal). Each Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Bank shall not at any time be obligated to issue, or cause to be issued, any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank to exceed any limits imposed by, any Applicable Law. If a Letter of Credit provides that it is automatically renewable unless notice is given by the Issuing Bank that it will not be renewed, the Issuing Bank shall not be bound to give a notice of non-renewal unless directed to do so by Lenders having in the aggregate more than fifty percent (50%) of the Revolving Loan Commitment (or, if applicable, the SSI Revolving Loan Commitment) at least sixty-five (65) days prior to the then scheduled expiration date of such Letter of Credit. Subject to It is hereby agreed that 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 set forth on Schedule 2 attached to the Assumption Agreement [to contain a list of such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage of the Letter all outstanding Letters of Credit Usage at such time on terms satisfactory the Combination Date] are Letters of Credit issued hereunder for all purposes hereunder notwithstanding anything herein that may be construed 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 shall apply to each Letter of Creditcontrary.

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Maturity Date, the Issuing Banks agree to Lender shall issue such Letters of Credit as the Borrower may request upon the delivery of a written request in the form of Exhibit I hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) no Default or amendEvent of Default shall have occurred and be continuing, extend or increase an outstanding (ii) upon issuance of such 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 (i) the stated amount of each Letter of Credit Liabilities shall not be less than exceed Ten Million and No/100 Dollars ($100,000 for Letters of Credit issued in dollars (or10,000,000.00), 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the sum of (A) the Revolving Credit Loans Outstanding, (B) the Swing Loans Outstanding and (C) the amount of Letter of Credit Usage Liabilities (after giving effect to all Letters of Credit requested) exceed the Letter of Credit Sublimit then in effectTotal Commitment, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank in writing, in no event shall the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Usage with respect Liabilities (after giving effect to the any requested Letters of Credit issued by such Issuing Bank Credit) exceed the Letter lesser of Credit Issuer Sublimit the Total Commitment or the Borrowing Base Availability or cause a violation of such Issuing Bank then the covenants set forth in effect§9.1, §9.9 or §9.10, (v) the conditions set forth in §§10 and 11 shall have been satisfied, and (vvi) in no event shall any amount drawn under a Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of be available for reinstatement or a subsequent drawing under such Letter of Credit. Subject Notwithstanding anything to the foregoingcontrary contained in this §2.10, the applicable Issuing Bank may agree that a Lender shall not be obligated to issue, amend, extend, renew or increase any 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 at a time when 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any other Lender is a Defaulting Lender, unless the Issuing Banks Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall not be required have no participation therein, except to issue, amend, extend or increase any Letter of Credit unless the applicable extent the Issuing Bank Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to it and the Borrower Issuing Lender in its good faith determination to eliminate such the Issuing BankLender’s risk Fronting Exposure with respect to the participation in Letters of Credit of any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by Cash Collateralizing an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Defaulting LenderPerson’s Applicable Percentage authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Majority Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit Usage at such time on terms satisfactory and ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the applicable Issuing BankMaturity Date). Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower and the Applicable Account Party when a The amount available to be drawn under any Letter of Credit is issued, shall reduce on a dollar-for-dollar basis the rules of amount available to be drawn under the ISP 98 shall apply to each Letter of CreditTotal Commitment as a Revolving Credit Loan.

Letters of Credit. During the Availability Revolving Credit Commitment Period, subject to the terms and conditions hereof, the Issuing Banks agree Bank agrees 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 amount up to but not exceeding the Letter of Credit Sublimit and Sublimit; provided, (i) each Letter of Credit shall be denominated in dollars or in a Permitted Foreign CurrencyDollars; provided (iii) the stated amount of each Letter of Credit shall not be less than $100,000 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, 10,000 or such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increaseissuance, in no event shall the Total Utilization of Revolving Credit Commitments exceed the Revolving Credit Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect, (iv) 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 ; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B1) the date which is twelve months five Business Days prior to the Revolving Credit Commitment Termination Date and (2) the date which is one year from the original date of issuance of such standby letter of credit; and (vi) in no event shall any commercial Letter of CreditCredit (x) have an expiration date later than the earlier of (1) the date which is five Business Days prior to the Revolving Credit Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (y) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing Bank in its reasonable discretion. Subject to the foregoing, the applicable Issuing Bank may agree that a standby 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 period; provided, 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 the time such the Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’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 shall apply to each Letter of Credit.

Letters of Credit. During the Availability Period, subject (a) Subject to the terms and conditions hereofset forth in this Agreement, at any time and from time to time from the Closing Date through the day that is thirty (30) days prior to the Maturity Date, the Issuing Banks agree to Lender shall issue such Letters of Credit as the Borrower may request upon the delivery of a written request in the form of Exhibit E hereto (a “Letter of Credit Request”) to the Issuing Lender, provided that (i) no Default or amendEvent of Default shall have occurred and be continuing, extend or increase an outstanding (ii) upon issuance of such 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 (i) Liabilities shall not exceed the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orCommitment, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) after giving effect to such issuance or increase, in no event shall the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans and Letter of Credit Usage Liabilities (after giving effect to any requested Letters of Credit) exceed the Letter lesser of Credit Sublimit then the Total Commitment and the Borrowing Base Availability or cause a violation of the covenant set forth in effect§9.1 or §9.11, (iv) after giving effect to such issuance or increase, unless otherwise agreed to by the applicable Issuing Bank conditions set forth in writing, in no event §§10 and 11 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 effecthave been satisfied, and (v) in no event shall any amount drawn under a Letter of Credit have an expiration date later than the earlier of (A) the fifth Business Day prior to the Maturity Date and (B) the date which is twelve months from the original date of issuance of be available for reinstatement or a subsequent drawing under such Letter of Credit. Subject ; and provided further that prior to the foregoing, IPO Conditions Satisfaction Date the applicable Issuing Bank may agree that a issuance of any Letter of Credit will automatically shall be subject to the approval of the Required Lenders. Notwithstanding anything to the contrary in this Agreement, in the event that the IPO Conditions Satisfaction Date has not occurred on or before December 31, 2015 (or such later date if extended for one in accordance with this Agreement), the Issuing Lender shall, commencing with the first day after the last day by which the IPO Conditions Satisfaction Date is required to occur, if at all, as provided in the definition of IPO Conditions and continuing thereafter, have no further obligation to issue, extend, amend, increase or more successive periods not renew any Letters of Credit, and the Borrower shall have no further right to exceed one year eachrequest the issuance, extension, amendment, increase or renewal of any Letters of Credit, unless the applicable Issuing Bank elects not to extend for any Super-Majority Lenders have approved such additional period matter in their sole and provides notice to that effect absolute discretion. Notwithstanding anything to the Borrower and contrary contained in this §2.10, the Applicable Account Party; provided that such Issuing Bank Lender shall not extend be obligated to issue, amend, extend, renew or increase any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the a time such Issuing Bank must elect to allow such extension; provided, further, if when any other Lender is a Defaulting Lender, unless the Issuing Banks Lender is satisfied that the participation therein will otherwise be fully allocated to the Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall not be required have no participation therein, except to issue, amend, extend or increase any Letter of Credit unless the applicable extent the Issuing Bank Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to it and the Borrower Issuing Lender in its good faith determination to eliminate such the Issuing BankLender’s risk Fronting Exposure with respect to the participation in Letters of Credit of any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that the conditions in §§10 and 11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by Cash Collateralizing an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on such Defaulting LenderPerson’s Applicable Percentage authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Agent otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit Usage at such time on terms satisfactory and ending one year after the date of issuance thereof, subject to extension pursuant to an “evergreen” clause acceptable to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Bank, the Borrower Agent and the Applicable Account Party when a Issuing Lender (but in any event the term shall not extend beyond five (5) Business Days prior to the Maturity Date). The amount available to be drawn under any Letter of Credit is issued, shall reduce on a dollar-for-dollar basis the rules of amount available to be drawn under the ISP 98 shall apply to each Letter of CreditTotal Commitment as a Revolving Credit Loan.

Letters of Credit. During the Availability PeriodEach Issuing Bank severally agrees, subject to on the terms and conditions hereofhereinafter set forth, the Issuing Banks agree to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit and to continue any Existing Letters of Credit (or amendset forth on Schedule IV hereto) (collectively, extend or increase an outstanding Letter the “Letters of Credit) at the request and ”), for the account of the Borrower or from time to time on any Subsidiary Business Day during the period from the date hereof until 60 days before the Termination Date in an aggregate Available Amount (the “Applicable Account Party”i) in the aggregate Dollar Equivalent up for all Letters of Credit not to but not exceeding exceed at any time the Letter of Credit Sublimit and denominated in dollars or in a Permitted Foreign Currency; provided (i) the stated amount of each Letter of Credit shall not be less than $100,000 for Letters of Credit issued in dollars (orFacility at such time, 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 of 100,000 units of such currency and that has a Dollar Equivalent in excess of $100,000) or, in each case, such lesser amount as is acceptable to the applicable Issuing Bank; (ii) after giving effect to such issuance or increase, in no event shall (x) the Aggregate Total Exposure exceed the Revolving Commitments then in effect or (y) any Lender’s Total Exposure exceed such Lender’s Revolving Commitment; (iii) 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, (iv) 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 for all Letters of Credit issued by such Issuing Bank not to exceed the such Issuing Bank’s Letter of Credit Issuer Sublimit of Commitment at such Issuing Bank then in effecttime, and (viii) in no event shall any for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the fifth case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative 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 Day Days prior to the Maturity Date 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 Borrower (with a copy to the Administrative 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 (B) in the date which is twelve months from case of a Trade Letter of Credit, 60 days after the original date of issuance thereof; provided, however, 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. Subject Credit prior to the foregoingdate such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the 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 applicable 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 agree in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Letter Notice of Credit will automatically Renewal had been timely delivered and in such case, a Notice of Renewal shall be extended deemed to have been so delivered for one or more successive periods not to exceed one year each, unless all purposes under this Agreement. Within 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 the time such Issuing Bank must elect to allow such extension; provided, further, if any Lender is a Defaulting Lender, 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 Lender, including by Cash Collateralizing such Defaulting Lender’s Applicable Percentage limits of the Letter of Credit Usage at such time on terms satisfactory Facility, and subject to the applicable Issuing Bank. Unless otherwise expressly agreed by the applicable Issuing Banklimits referred to above, the Borrower and may request the Applicable Account Party when a issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit is issued, Advances resulting from drawings thereunder pursuant to Section 2.04(d) and request the rules issuance of the ISP 98 shall apply to each Letter additional Letters of CreditCredit under this Section 2.01(c).