Common use of Commitment and Conditions Clause in Contracts

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower (or, as long as Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Date through the earlier of the Revolving Loan Termination Date and 30 days prior to the Scheduled Revolving Loan Termination Date; provided that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Outstandings would exceed the aggregate Revolving Loan Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 days prior to the Scheduled Revolving Loan Termination Date; provided that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower (and, if such Letter of Credit is issued for the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrowerthe Borrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the US Borrowers (or, as long as Borrower remains the applicable US Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, and subject to Section 5.4(a), for the account of any Loan PartySubsidiary of a US Borrower), Letters of Credit (denominated in DollarsDollars or any other Available Currency) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate outstanding principal balance of Revolving Loan Outstandings Loans would exceed the aggregate Maximum Revolving Loan Commitments or Balance, (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed the US Dollar Equivalent of $25,000,000 (the “L/C Sublimit”) or (iii) the aggregate outstanding principal balance of the Revolving Loans would exceed the US Borrowing Base Limit; (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the applicable Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor any Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued issued in a form that is not reasonably acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the applicable US Borrowers or the Borrower Representative on their behalf (and, if such Letter of Credit is issued for the account of any other Loan PartySubsidiary of a US Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in the event of any conflict between the terms or provisions of this Agreement and the terms or provisions of any L/C Reimbursement Agreement, the terms and provisions of this Agreement shall control. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in DollarsDollars and with face amounts that are multiples of $500,000 or such lesser amount as may be agreed by the applicable L/C Issuer) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Maximum Revolving Loan Commitments Balance or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods periods, with each such period not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) aboveof this Section 2.4(a)(ii); or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Furthermore, GE Capital or any of its Affiliates as an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by Requirements of Law. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, then no L/C Issuer shall be obligated to Issue any Letters of Credit unless either the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.17 or Section 11.2, the L/C Obligations of that Non-Funding Lender or Impacted Lender have been cash collateralized, the Revolving Credit Commitments of the other Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be covered by all Revolving Credit Lenders who are not Non-Funding Lenders or Impacted Lenders, or the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Credit Lenders in a manner consistent with Section 2.4(f)(ii).

Commitment and Conditions. On the terms and andSECTION 2.4 subject to the conditions contained herein, each L/C Issuer agrees to IssueIssue (or amend Letters of Credit previously issued by it), at the request of the U.S. Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the U.S. Borrower (or, as long as the U.S. Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) Dollars from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 five (5) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, if: after giving effect to such Issuance: (i) , (A) the aggregate Revolving Loan Credit(i) Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) ; the expiration date of such Letter of Credit (A) is not a Business Day, Day,(ii) (B) is more than one year after the date of issuance Issuance thereof or (C) is later than 30 5 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal renewalextension for additional periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have has the option to prevent such renewal renewalextension before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall not permit any such renewal to extend extendextension of such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has has(iii) not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the U.S. Borrower (and, if such Letter of Credit is issued Issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”); provided that (i) no L/C Reimbursement Agreement shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person) and (ii) in the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any L/C Reimbursement Agreement, the terms and conditions of this Agreement shall control; or subject to the application of Section 2.21(b), any Revolving Credit(iv) Lender is a Defaulting Lender, unless such L/C Issuer has entered into arrangements reasonably satisfactory to such L/C Issuer (in its sole discretion) with the U.S. Borrower to eliminate such L/C Issuer’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by cash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the L/C Issuer to support, each such Defaulting Lender’s Pro Rata Share of any L/C Reimbursement Obligation. 70 [[5628733]] For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.. Upon satisfaction of the conditions precedent set forth in Section 3.1, all Existing Letters of Credit shall be deemed to have been issued under this Agreement and shall constitute Letters of Credit for all purposes hereunder without any further action by any Person. Notice of Issuance. The U.S. Borrower shall give the relevant L/C Issuer and the(b) Administrative Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the date of such requested Issuance. Such notice may be made in a writing substantially the form of Exhibit E duly completed or in a writing in any other form acceptable to such L/C Issuer (an “L/C Request”) or by telephone if confirmed promptly, but in any event within one Business Day and prior to such Issuance, with such an L/C Request. Reporting Obligations of L/C Issuers. Each L/C Issuer agrees to provide the(c) Administrative Agent (which, after receipt, the Administrative Agent shall provide to each Revolving Credit Lender), in form and substance satisfactory to the Administrative Agent, each of the following on the following dates: (i) on or prior to (A) any Issuance of any Letter of Credit by such L/C Issuer, (B) any drawing under any such Letter of Credit or (C) any payment (or failure to pay when due) by the U.S. Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment, (ii) upon the request of the Administrative Agent (or any Revolving Credit Lender through the Administrative Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by the Administrative Agent and (iii) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the L/C Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar week. Acquisition of Participations. Upon any Issuance of a Letter of Credit in(d) accordance with the terms of this Agreement resulting in any increase in the L/C Obligations, each Revolving Credit Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related L/C Obligations in an amount equal to such Lender’s Pro Rata Share of such L/C Obligations. Reimbursement Obligations of the U.S. Borrower. The U.S. Borrower agrees to(e) pay to the L/C Issuer that is the issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the U.S. Borrower receives notice from such L/C Issuer that payment has been made under such Letter of Credit (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the U.S. Borrower as provided in this clause (e) (or any such payment by the U.S. Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the U.S. Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement 71 [[5628733]]

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to may Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. If (i) any Lender is a Non-Funding Lender or the Administrative Agent determines that any of the Lenders is an Impacted Lender and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s L/C Obligations to the other Revolving Credit Lenders would reasonably be expected to cause the L/C Obligations and Revolving Credit Loans of any Lender to exceed its Revolving Credit Commitment, taking into account the amount of outstanding Revolving Credit Loans and expected advances of Revolving Credit Loans as determined by the Administrative Agent, then no Letters of Credit may be issued or renewed unless the Non-Funding Lender or Impacted Lender has been replaced, the L/C Obligations of that Non-Funding Lender or Impacted Lender have been cash collateralized, or the Revolving Credit Commitments of the other Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be covered by all Revolving Credit Lenders who are not Non-Funding Lenders or Impacted Lenders.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in DollarsDollars and with minimum face amounts of at least $100,000) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). To the extent the terms of any L/C Reimbursement Agreement are inconsistent or conflict with any provision of any other Loan Document, such Loan Document shall control and such term shall be of no force and effect. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrowerthe Borrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the Borrowers (or, as long as Borrower remains the Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartySubsidiary of a Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the followingif, after giving effect to such Issuance: (i) (A) the aggregate outstanding principal balance of Revolving Loan Outstandings Credit Exposure would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $5,000,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have has the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall not permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued issued in a form that is not acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrowers or the Borrower Representative on their behalf (and, if such Letter of Credit is issued for the account of any other Loan PartySubsidiary of a Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance Issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; provided, further, however, that any Letter of Credit may have an expiration date beyond the date set forth in clause (C) to the extent such Letter of Credit is cash collateralized in a manner acceptable to the L/C Issuer in its sole discretion (provided that cash collateralization of 105% of the face amount shall be deemed to be an acceptable amount of cash collateral); or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not reasonably acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued Issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to Issue Letters of Credit in its own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (iii) the Revolving Credit Commitments of the other Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be covered by all Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrower on behalf of Borrower, in accordance with such L/C Issuer’s 's usual and customary business practices, and for the account of Borrower (or, as long as Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in DollarsDollars and with face amounts that are multiples of $100,000) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Termination Maturity Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit for the account of Borrower upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have has the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paidpaid (after giving effect to any applicable grace period), (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower (and, if such Letter of Credit is issued Issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “"L/C Reimbursement Agreement”"). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartySubsidiary of Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (A) (i) (A) the aggregate Revolving Loan Outstandings Outstanding Credit Exposure would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed the L/C Sublimit; (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued issued in a form that is not acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartySubsidiary of Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Loan Majority Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. (A) On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in DollarsDollars in a minimum face amount of $1,000,000 for each Letter of Credit (or such lesser face amount as may be acceptable to the respective L/C Issuer)) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 5 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 5 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year periods as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such additional one year period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Pro Rata Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. (B) Schedule 2.4 contains a description of letters of credit that were issued pursuant to the Existing Credit Agreement and which remain outstanding on the Closing Date (and setting forth, with respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of credit number, (iii) the name(s) of the account party or account parties, (iv) the stated amount, (v) the currency in which the letter of credit is denominated, (vi) the name of the beneficiary, (vii) the expiry date and (viii) whether such letter of credit constitutes a standby letter of credit or a commercial letter of credit). Each such letter of credit, including any extension or renewal thereof in accordance with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing Letter of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued on the Closing Date.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to may Issue, at the request of Borrowerthe Borrowers, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the Borrowers (or, as long as Borrower remains the Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of Borrower the Borrowers and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower the Borrowers shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower the Borrowers (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.. If (i) any Lender is a Non-Funding Lender or the Administrative Agent determines that any of the Lenders is an Impacted Lender and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s L/C Obligations to the other Revolving Credit Lenders would reasonably be expected to cause the L/C Obligations and Revolving Credit Loans of any Lender to exceed its Revolving Credit Commitment, taking into account the amount of outstanding Revolving Credit Loans and expected advances of Revolving Credit Loans as determined by the Administrative Agent, then no Letters of Credit may be issued or renewed unless the Non-Funding Lender or Impacted Lender has been replaced, the L/C Obligations of that Non-Funding Lender or Impacted Lender have been cash collateralized, or the Revolving Credit Commitments of the other Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be covered by all Revolving Credit Lenders who are not Non-Funding Lenders or Impacted Lenders. 38 AMENDED AND

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrowerthe Borrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the Borrowers (or, as long as Borrower remains the Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartySubsidiary of a Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Initial Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the followingfollowing or, if after giving effect to such Issuance: (iA) (Ai) the aggregate outstanding principal balance of Revolving Loan Outstandings Loans would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $2,000,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance Issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of each Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor any Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrowers or the Borrower Representative on their behalf (and, if such Letter of Credit is issued Issued for the account of any other Loan PartySubsidiary of a Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to Issue Letters of Credit in its own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized in amounts, on terms and conditions and with parties satisfactory to the Agent, (y) the Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with subsection 1.11(e)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower is a co-applicant under the Letter of Credit and remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Partyof its Subsidiaries), Letters of Credit (denominated in DollarsDollars or any Specified Currency) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through to the earlier of the Revolving Loan Termination Date and 30 days date five Business Days prior to the Scheduled U.S. Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the The aggregate U.S. Revolving Loan Credit Outstandings would exceed the aggregate U.S. Revolving Loan Commitments Credit Commitments, (B) the Applicable Fronting Exposure of such L/C Issuer would exceed the lesser of its Pro Rata Share of the U.S. Revolving Borrowing Base and its U.S. Revolving Credit Commitment, or (BC) the L/C Obligations for all Letters of Credit would exceed the U.S. L/C Sublimit;. (ii) the The expiration date of such Letter of Credit (A) is would not be a Business Day, (B) is would be more than one year after the date of issuance thereof (or such longer period as shall be reasonably acceptable to the L/C Issuer) or (C) is would be later than 30 days five Business Days prior to the Scheduled U.S. Revolving Loan Credit Termination DateDate (or such longer period as shall be reasonably acceptable to the L/C Issuer); provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year or such longer period as shall be reasonably acceptable to the L/C Issuer or extend beyond the date set forth in clause (C) of this Section 2.4(a)(ii) as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to does not extend such expiration date beyond the date set forth in clause (C) above; orof this Section 2.4(a)(ii). (iii) (A) any Any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has shall not have been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other U.S. Loan Party or any Subsidiary of a U.S. Loan Party, such other U.S. Loan PartyParty or Subsidiary), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”), which documents, to the extent the provisions thereof address the same subject matter as the representations, warranties or covenants set forth herein, shall not be more onerous to the Borrower than those set forth herein. (iv) The requested amount of such Letter of Credit shall be less than $50,000. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 Sections 3.1 and 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 Sections 3.1 and 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized or backstopped pursuant to arrangements reasonably acceptable to such L/C Issuer, (iii) the U.S. Revolving Credit Commitments of the other U.S. Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent and the L/C Issuer that all future L/C Obligations will be covered by all U.S. Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other U.S. Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrowerthe Borrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the Borrowers (or, as long as Borrower remains the applicable Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, and subject to Section 5.4(a), for the account of any Loan PartySubsidiary of a Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate outstanding principal balance of Revolving Loan Outstandings Loans would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed the US Dollar Equivalent of $17,500,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the applicable Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor any Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued issued in a form that is not reasonably acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the applicable Borrowers or the Borrower Representative on their behalf (and, if such Letter of Credit is issued for the account of any other Loan PartySubsidiary of a Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to issue Letters of Credit in its own name and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in the event of any conflict between the terms or provisions of this Agreement and the terms or provisions of any L/C Reimbursement Agreement, the terms and provisions of this Agreement shall control. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Majority Revolving Loan Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, or (y) the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with subsection 1.11(e)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrowerthe Borrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the Borrowers (or, as long as Borrower remains the applicable Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, and subject to Section 5.4(a), for the account of any Loan PartySubsidiary of a Borrower), Letters of Credit (denominated in DollarsDollars or any other Available Currency) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate outstanding principal balance of Revolving Loan Outstandings Loans would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed the US Dollar Equivalent of $17,500,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the applicable Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor any Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued issued in a form that is not reasonably acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the applicable Borrowers or the Borrower Representative on their behalf (and, if such Letter of Credit is issued for the account of any other Loan PartySubsidiary of a Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in the event of any conflict between the terms or provisions of this Agreement and the terms or provisions of any L/C Reimbursement Agreement, the terms and provisions of this Agreement shall control. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Loan Majority Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s 's usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in DollarsDollars and with face amounts that are in minimum amounts of $25,000) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued Issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “"L/C Reimbursement Agreement”"). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of BorrowerGHLLC on behalf of Borrowers, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower Borrowers (or, as long as Borrower remains Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Letters of Credit (denominated in DollarsDollars and with face amounts that are multiples of $100,000) from time to time on any Business Day during the period from the Third Restatement Effective Original Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings — Tranche A-1 would exceed the aggregate Revolving Loan Commitments Borrowing Availability — Tranche A-1, or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one (1) year after the date of issuance thereof or (C) is later than 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one (1) year may provide for its renewal for additional periods not exceeding one (1) year as long as (x) each of Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower Borrowers shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower GHLLC on behalf of the requesting Borrowers (and, if such Letter of Credit is issued for the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, (A) determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Administrative Agent or the Required Revolving Loan Lenders — Tranche A that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived., and/or (B) elect to issue Letters of Credit in its own name to the extent permitted by applicable law (which Letters of Credit may not be accepted by certain beneficiaries such as insurance companies). Notwithstanding anything else to the contrary herein, if any Lender is a Defaulting Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Defaulting Lender has been replaced in accordance with Section 11.2, (x) the Letter of Credit Obligations of such Defaulting Lender have been reallocated to other Lenders, (y) the Revolving Credit Commitments — Tranche A-1 of the other Revolving Credit Lenders — Tranche A have been increased by an amount sufficient to satisfy the Administrative Agent that all future Letter of Credit Obligations will be covered by all Revolving Credit Lenders — Tranche A that are not Defaulting Lenders, or (z) if the replacement described in clause (w) and the reallocations described in clauses (x) and (y) cannot, or can only partially, be effected, the Letter of Credit Obligations of such Defaulting Lender have been cash collateralized by such Defaulting Lender or the Borrowers. All or a portion of the Letter of Credit Obligations of a Defaulting Lender (unless such Defaulting Lender is the L/C Issuer that Issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to the Administrative Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the Lenders that are not Defaulting Lenders pro rata in accordance with their percentage of the total Revolving Credit Commitment — Tranche A (calculated as if the Defaulting Lender’s Pro Rata Share in such tranche was reduced to zero and each other Lender’s Pro Rata Share in such tranche had been increased proportionately); provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans — Tranche A, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Credit Commitment — Tranche A.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower is a co-applicant under the Letter of Credit and remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Partyof its Subsidiaries), Letters of Credit (denominated in DollarsDollars or any Specified Currency) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through to the earlier of the Revolving Loan Termination Date and 30 days date five Business Days prior to the Scheduled U.S. Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the The aggregate U.S. Revolving Loan Credit Outstandings would exceed the aggregate U.S. Revolving Loan Commitments Credit Commitments, (B) the Applicable Fronting Exposure of such L/C Issuer would exceed the lesser of its Pro Rata Share of the U.S. Revolving Borrowing Base and its U.S. Revolving Credit Commitment, or (BC) the L/C Obligations for all Letters of Credit would exceed the U.S. L/C Sublimit;. (ii) the The expiration date of such Letter of Credit (A) is would not be a Business Day, (B) is would be more than one year after the date of issuance thereof (or such longer period as shall be reasonably acceptable to the L/C Issuer) or (C) is would be later than 30 days five Business Days prior to the Scheduled U.S. Revolving Loan Credit Termination DateDate (or such longer period as shall be reasonably acceptable to the L/C Issuer); provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year or such longer period as shall be reasonably acceptable to the L/C Issuer or extend beyond the date set forth in clause (C) of this Section 2.4(a)(ii) as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to does not extend such expiration date beyond the date set forth in clause (C) above; orof this Section 2.4(a)(ii), except to the extent such Letter of Credit is cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable L/C Issuer. (iii) (A) any Any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has shall not have been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other U.S. Loan Party or any Subsidiary of a U.S. Loan Party, such other U.S. Loan PartyParty or Subsidiary), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”), which documents, to the extent the provisions thereof address the same subject matter as the representations, warranties or covenants set forth herein, shall not be more onerous to the Borrower than those set forth herein. (iv) The requested amount of such Letter of Credit shall be less than $50,000. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 Sections 3.1 and 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 Sections 3.1 and 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized or backstopped pursuant to arrangements reasonably acceptable to such L/C Issuer, (iii) the U.S. Revolving Credit Commitments of the other U.S. Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent and the L/C Issuer that all future L/C Obligations will be covered by all U.S. Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other U.S. Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of Holdings or any Loan PartyRestricted Subsidiary of Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate outstanding principal balance of Revolving Loan Outstandings Loans would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $2,000,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (A) is not a Business Day, (Bi) is more than one year after the date of issuance thereof or (Cii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Cii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued issued in a form that is not acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of Holdings or any other Loan PartyRestricted Subsidiary of Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Maximum Revolving Loan Commitments Amount or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) b. the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower (and, if such Letter of Credit is issued for the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On Subject to the terms and subject to conditions hereof, the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 2.4(c), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or, as long as Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account itself or on behalf of any Loan Party), Letters of Credit (denominated in Dollars) from time to time its Subsidiaries on any Business Day during the period Revolving Credit Commitment Period in such form as may be approved from time to time by the Third Restatement Effective Date through the earlier of the Revolving Loan Termination Date and 30 days prior to the Scheduled Revolving Loan Termination DateL/C Issuer; provided that such the L/C Issuer shall not be under any have no obligation to Issue issue any Letter of Credit upon the occurrence of any of the followingif, after giving effect to such Issuance: issuance, (i) (A) the aggregate Revolving Loan Outstandings would exceed the aggregate Revolving Loan Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; Commitment or (ii) the expiration date aggregate amount of such the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (Ai) is not a Business Day, be denominated in Dollars and (Bii) is more expire no later than one year after the earlier of (x) the first anniversary of its date of issuance thereof or unless consented to by the L/C Issuer (Cin its sole discretion) and (y) the date that is later than 30 days five Business Days prior to the Scheduled Revolving Loan Credit Termination Date; Date unless consented to by the L/C Issuer (in its sole discretion) or cash collateralized by the Borrower in an amount equal to 105% of the face amount thereof (which cash collateral shall be provided on a date reasonably acceptable to the L/C Issuer), provided that any Letter of Credit with a one-year term not exceeding one year may provide for its the renewal thereof for additional one-year periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have which shall in no event extend beyond the option date referred to prevent such renewal before the expiration of such term or any such period and in clause (y) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such ). The L/C Issuer shall not have received, each in form and substance reasonably acceptable at any time be obligated to it and duly executed by Borrower (and, if such issue any Letter of Credit is issued for if such issuance would conflict with, or cause the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “or any L/C Reimbursement Agreement”). For each such IssuanceParticipant to exceed any limits imposed by, the any applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 have been satisfied or waived in connection with the Issuance Requirements of any Letter of Credit; provided that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 is not satisfied and ending on the date all such conditions are satisfied or duly waivedLaw.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower (or, as long as Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Letters of Credit (denominated in Dollarsi) from time to time on any Business Day during the period from the Third Restatement Effective Date through the earlier of the Revolving Loan Termination Date and 30 days prior to the Scheduled Revolving Loan Termination Date; provided that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) , (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; ; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance Issuance thereof or (C) is later than 30 5 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have havehas the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall not permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) ) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the U.S. Borrower (and, if such Letter of Credit is issued Issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”); orprovided that (i) no L/C Reimbursement Agreement shall contain any representations or warranties, covenants or events of default not set forth in this Agreement (and to the extent inconsistent herewith shall be rendered null and void (or reformed automatically without further action by any Person to conform to the terms of this Agreement), and all representations and warranties, covenants and events of default set forth therein shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent herewith, shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person) and (ii) in the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any L/C Reimbursement Agreement, the terms and conditions of this Agreement shall control; or (iv) subject to the application of Section 2.21(b), any Revolving Credit Lender is a Defaulting Lender, unless thesuch L/C Issuer has entered into arrangements reasonably satisfactory to thesuch L/C Issuer (in its sole discretion) with the U.S. Borrower to eliminate thesuch L/C Issuer’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by cash collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the L/C Issuer to support, each such Defaulting Lender’s Pro Rata Share of any L/C Reimbursement Obligation. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.. 74 [[5286738]]

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in DollarsDollars and with face amounts that are multiples of $250,000) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance Issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued Issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to Issue Letters of Credit in its own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (iii) the Revolving Credit Commitments of the other Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be covered by all Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower is a co-applicant under the Letter of Credit and remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Partyof its Subsidiaries), Letters of Credit (denominated in DollarsEuros or any Specified Currency) from time to time on any Business Day during the period from the Third Restatement Effective Execution Date through to the earlier of the Revolving Loan Termination Date and 30 days date five Business Days prior to the Scheduled Revolving Loan Termination Maturity Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the The aggregate International Revolving Loan Credit Outstandings would exceed the aggregate Commitments, (B) the Applicable Fronting Exposure of such L/C Issuer would exceed the lesser of its Pro Rata Share of the International Revolving Loan Commitments Borrowing Base and its Commitment, or (BC) the L/C Obligations for all Letters of Credit would exceed the International L/C Sublimit;. (ii) the The expiration date of such Letter of Credit (A) is would not be a Business Day, (B) is would be more than one year after the date of issuance thereof (or such longer period as shall be reasonably acceptable to the L/C Issuer) or (C) is would be later than 30 days five Business Days prior to the Scheduled Revolving Loan Termination DateMaturity Date (or such longer period as shall be reasonably acceptable to the L/C Issuer); provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year or such longer period as shall be reasonably acceptable to the L/C Issuer or extend beyond the date set forth in clause (C) of this Section 2.4(a)(ii) as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to does not extend such expiration date beyond the date set forth in clause (C) above; orof this Section 2.4(a)(ii), except to the extent such Letter of Credit is cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable L/C Issuer. (iii) (A) any Any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has shall not have been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other International Loan Party or any Subsidiary of an International Loan Party, such other International Loan PartyParty or Subsidiary), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”), which documents, to the extent the provisions thereof address the same subject matter as the representations, warranties or covenants set forth herein, shall not be more onerous to the Borrower than those set forth herein. (iv) The requested amount of such Letter of Credit shall be less than €100,000. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 Sections 3.1 and 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 Sections 3.1 and 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized or backstopped pursuant to arrangements reasonably acceptable to such L/C Issuer, (iii) the Commitments of the other Lenders have been increased by an amount sufficient to satisfy the Administrative Agent and the L/C Issuer that all future L/C Obligations will be covered by all Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrowerthe Borrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the Borrowers (or, as long as Borrower remains the Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartySubsidiary of a Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Initial Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the followingfollowing or, if after giving effect to such Issuance: (iA) (Ai) the aggregate outstanding principal balance of Revolving Loan Outstandings Loans would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $2,000,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance Issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of each Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor any Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrowers or the Borrower Representative on their behalf (and, if such Letter of Credit is issued Issued for the account of any other Loan PartySubsidiary of a Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to Issue Letters of Credit in its own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized in amounts, on terms and conditions and with parties satisfactory to the Agent, (y) the Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with subsection 1.11(e)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower is a co-applicant under the Letter of Credit and remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Partyof its Subsidiaries), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through to the earlier of the Revolving Loan Termination Date and 30 days date five Business Days prior to the Scheduled U.S. Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the The aggregate U.S. Revolving Loan Credit Outstandings would exceed the aggregate U.S. Revolving Loan Commitments Credit Commitments, (B) the Applicable Fronting Exposure of such L/C Issuer would exceed the lesser of its Pro Rata Share of the U.S. Revolving Borrowing Base and its U.S. Revolving Credit Commitment, or (BC) the L/C Obligations for all Letters of Credit would exceed the U.S. L/C Sublimit;. (ii) the The expiration date of such Letter of Credit (A) is would not be a Business Day, (B) is would be more than one year after the date of issuance thereof (or such longer period as shall be reasonably acceptable to the L/C Issuer) or (C) is would be later than 30 days five Business Days prior to the Scheduled U.S. Revolving Loan Credit Termination DateDate (or such longer period as shall be reasonably acceptable to the L/C Issuer); provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year or such longer period as shall be reasonably acceptable to the L/C Issuer or extend beyond the date set forth in clause (C) of this Section 2.4(a)(ii) as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to does not extend such expiration date beyond the date set forth in clause (C) above; orof this Section 2.4(a)(ii), except to the extent such Letter of Credit is cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the applicable L/C Issuer. (iii) (A) any Any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has shall not have been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other U.S. Loan Party or any Subsidiary of a U.S. Loan Party, such other U.S. Loan PartyParty or Subsidiary), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”), which documents, to the extent the provisions thereof address the same subject matter as the representations, warranties or covenants set forth herein, shall not be more onerous to the Borrower than those set forth herein. (iv) The requested amount of such Letter of Credit shall be less than $50,000. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 Sections 3.1 and 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 Sections 3.1 and 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized or backstopped pursuant to arrangements reasonably acceptable to such L/C Issuer, (iii) the U.S. Revolving Credit Commitments of the other U.S. Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent and the L/C Issuer that all future L/C Obligations will be covered by all U.S. Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other U.S. Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrowerthe Borrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the Borrowers (or, as long as Borrower remains the applicable Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, and subject to Section 5.4(a), for the account of any Loan PartySubsidiary of a Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (iA) (Ai) the aggregate outstanding principal balance of Revolving Loan Outstandings Loans would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed the US Dollar Equivalent of $17,500,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the applicable Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor any Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iiiC) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued issued in a form that is not reasonably acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the applicable Borrowers or the Borrower Representative on their behalf (and, if such Letter of Credit is issued for the account of any other Loan PartySubsidiary of a Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to issue Letters of Credit in its own name and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in the event of any conflict between the terms or provisions of this Agreement and the terms or provisions of any L/C Reimbursement Agreement, the terms and provisions of this Agreement shall control. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Majority Revolving Loan Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, or (y) the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with subsection 1.11(e)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, or cause to be Issued, at the request of Borrowerthe Parent, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the U.S. Borrowers (or, as long as Borrower remains the U.S. Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Group Member) Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 seven days prior to the Scheduled Revolving Loan Termination Maturity Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (Ax) the aggregate U.S. Revolving Loan Credit Outstandings would exceed the lesser of (1) aggregate U.S. Revolving Loan Credit Commitments minus the Minimum Availability Amount or (B2) the U.S. Borrowing Base minus the Minimum Availability Amount or (y) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (Ax) is not a Business Day, (By) is more than one year after the date of issuance thereof or (Cz) is later than 30 7 days prior to the Scheduled Revolving Loan Termination Maturity Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x1) each of Borrower the U.S. Borrowers and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y2) neither such L/C Issuer nor Borrower the U.S. Borrowers shall permit any such renewal to extend such expiration date beyond the date set forth in this clause (C) abovea); or (iii) (Ax) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (By) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (Cz) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower the U.S. Borrowers (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of BorrowerAdministrative Loan Party on behalf of Borrowers, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower Borrowers (or, as long as Borrower remains Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Letters of Credit (denominated in DollarsDollars and with face amounts that are multiples of $100,000) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A the earlier of the Revolving Loan Credit Termination Date and 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Commitments Borrowing Availability, or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one (1) year after the date of issuance thereof or (C) is later than 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one (1) year may provide for its renewal for additional periods not exceeding one (1) year as long as (x) each of Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower Borrowers shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower Administrative Loan Party on behalf of the requesting Borrowers (and, if such Letter of Credit is issued for the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Notwithstanding anything to the contrary set forth herein, Borrowers agree and acknowledge that no part of the Revolving Credit Commitments will be available for the issuance of a Letter of Credit until such times as Administrative Agent notifies Borrowers that a Lender party to this Agreement is an L/C Issuer. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, (A) determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived, and/or (B) elect to issue Letters of Credit in its own name to the extent permitted by applicable law (which Letters of Credit may not be accepted by certain beneficiaries such as insurance companies). Notwithstanding anything else to the contrary herein, if any Lender is a Defaulting Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Defaulting Lender has been replaced in accordance with Section 11.2, (x) the Letter of Credit Obligations of such Defaulting Lender have been reallocated to other Lenders, (y) the Revolving Credit Commitments of the other Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future Letter of Credit Obligations will be covered by all Revolving Credit Lenders that are not Defaulting Lenders, or (z) if the replacement described in clause (w) and the reallocations described in clauses (x) and (y) cannot, or can only partially, be effected, the Letter of Credit Obligations of such Defaulting Lender have been cash collateralized by such Defaulting Lender or the Borrowers. All or a portion of the Letter of Credit Obligations of a Defaulting Lender (unless such Defaulting Lender is the L/C Issuer that Issued such Letter of Credit) shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s written request Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A delivered to the Administrative Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the Lenders that are not Defaulting Lenders pro rata in accordance with their percentage of the total Revolving Credit Commitment (calculated as if the Defaulting Lender’s Pro Rata Share in such tranche was reduced to zero and each other Lender’s Pro Rata Share in such tranche had been increased proportionately); provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans, outstanding Letter of Credit Obligations and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Credit Commitment.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of BorrowerAdministrative Loan Party on behalf of Borrowers, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower Borrowers (or, as long as Borrower remains Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan Party), Letters of Credit (denominated in DollarsDollars and with face amounts that are multiples of $100,000) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Commitments Borrowing Availability, or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one (1) year after the date of issuance thereof or (C) is later than 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one (1) year may provide for its renewal for additional periods not exceeding one (1) year as long as (x) each of Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower Borrowers shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower Administrative Loan Party on behalf of the requesting Borrowers (and, if such Letter of Credit is issued for the account of any other Loan Party, such Loan Party), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, (A) determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Administrative Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived, and/or (B) elect to issue Letters of Credit in its own name to the extent permitted by applicable law (which Letters of Credit may not be accepted by certain beneficiaries such as insurance companies). Notwithstanding anything else to the contrary herein, if any Lender is a Defaulting Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Defaulting Lender has been replaced in accordance with Section 11.2, (x) the Letter of Credit Obligations of such Defaulting Lender have been reallocated to other Lenders, (y) the Revolving Credit Commitments of the other Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future Letter of Credit Obligations will be covered by all Revolving Credit Lenders that are not Defaulting Lenders, or (z) if the replacement described in clause (w) and the reallocations described in clauses (x) and (y) cannot, or can only partially, be effected, the Letter of Credit Obligations of such Defaulting Lender have been cash collateralized by such Defaulting Lender or the Borrowers. All or a portion of the Letter of Credit Obligations of a Defaulting Lender (unless such Defaulting Lender is the L/C Issuer that Issued such Letter of Credit) shall, at the Administrative Agent’s election at any time or upon any L/C Issuer’s written request delivered to the Administrative Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the Lenders that are not Defaulting Lenders pro rata in accordance with their percentage of the total Revolving Credit Commitment (calculated as if the Defaulting Lender’s Pro Rata Share in such tranche was reduced to zero and each other Lender’s Pro Rata Share in such tranche had been increased proportionately); provided that no Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans, outstanding Letter of Credit Obligations and its pro rata share of unparticipated amounts in Swing Loans to exceed its Revolving Credit Commitment.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower (or, as long as Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of Parent or any Loan PartySubsidiary of Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 10 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon during the occurrence continuance of any of the following, after giving effect to such Issuance: (i) (A) the aggregate outstanding principal balance of Revolving Loan Outstandings Loans would exceed the aggregate Maximum Revolving Loan Commitments Balance or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $6,000,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance thereof or (Ciii) is later than 30 7 days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its automatic renewal for additional periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; or (iii) (Ai) any fee due (after giving effect to such L/C Issuer any applicable grace period) in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued issued in a form that is not acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartySubsidiary of Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit in the form of the Master L/C Agreement or such other form as is acceptable to Agent (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to issue Letters of Credit in its own name or in the name of one of its Affiliates and may only issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) if an allocation under clause (z) cannot be made in the reasonable determination of the Agent, the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) if an allocation under clause (z) cannot be made in the reasonable determination of the Agent, the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (y) if an allocation under clause (z) cannot be made in the reasonable determination of the Agent, the Revolving Loan Commitments of the other Lenders have been increased (with the prior written consent of such Lenders) by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with subsection 1.11(e)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 five (5) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, : (i) after giving effect to such Issuance: (i) , (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; ; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance Issuance thereof or (C) is later than 30 5 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) ) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued Issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance; or (iv) subject to the application of Section 2.21(b), any Revolving Credit Lender is a Defaulting Lender, unless the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, has entered into arrangements reasonably satisfactory to the conditions precedent set forth in Section 7.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer (in its sole discretion) with the Borrower to eliminate the L/C Issuer’s risk with respect to the participation in Letters of notice from Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 is not satisfied and ending on the date Credit by all such conditions are satisfied Defaulting Lenders, including by cash collateralizing, or duly waived.obtaining a backstop letter of credit from an issuer reasonably satisfactory to the L/C Issuer to support, each such Defaulting Lender’s Pro Rata Share of any L/C Reimbursement Obligation. 56 [[NYCORP:3713047v14:05/10/2018--10:17 PM]]

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of BorrowerBorrower Representative, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of Borrower the Borrowers (or, as long as Borrower remains the Borrowers remain responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartySubsidiary of a Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Initial Closing Date through the earlier of the Revolving Loan Termination Date and 30 (x) seven (7) days prior to the Scheduled date specified in clause (a) of the definition of Revolving Termination Date and (y) the date on which the Aggregate Revolving Loan Termination DateCommitment shall terminate in accordance with the provisions of this Agreement; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the followingfollowing or, if after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Outstandings Availability would exceed the aggregate Revolving Loan Commitments be less than zero, or (Bii) the L/C Letter of Credit Obligations for all Letters of Credit would exceed $4,000,000 (the “L/C Sublimit”); (iiB) the expiration date of such Letter of Credit (Ai) is not a Business Day, (Bii) is more than one year after the date of issuance Issuance thereof or (Ciii) is later than 30 seven (7) days prior to the Scheduled date specified in clause (a) of the definition of Revolving Loan Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (Ciii) above; provided further that notwithstanding the foregoing, Agent and the L/C Issuer, in their respective sole discretion, may agree to extend such Letter of Credit beyond the date set forth in clause (iii) above upon Borrower either (A) delivering to Agent for the benefit of the L/C Issuer cash equal to 103% (or such greater percentage as the L/C Issuer may require in the case of any Letter of Credit with an expiration date later than one year after the date of providing such cash collateral) of the sum of (1) the aggregate undrawn amount of such Letter of Credit at such time plus (2) the aggregate principal amount of all L/C Reimbursement Obligations outstanding at such time with respect to such Letter of Credit that have matured, in each instance, on and as of the date of such extension, for deposit in a cash collateral account which cash collateral account will be held as a pledged cash collateral account and applied to reimbursement of all drafts submitted under such outstanding Letter of Credit or (B) delivering to the L/C Issuer on the date of such extension one or more letters of credit for the benefit of the L/C Issuer, issued by a bank reasonably acceptable to the L/C Issuer in its sole discretion, each in form and substance reasonably acceptable to the L/C Issuer in its sole discretion and in an amount equal to the sum of (1) and (2) above; or (iii) (Ai) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (Bii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (Ciii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrowers or Borrower Representative on their behalf (and, if such Letter of Credit is issued Issued for the account of any other Loan PartySubsidiary of a Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Agent or the Required Revolving Loan Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 10.9 or 10.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized in amounts, on terms and conditions and with parties satisfactory to the Agent, (y) the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with subsection 2.11(e)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit Credit, which shall comply with the terms hereof in all material respects (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in DollarsDollars and with face amounts that are multiples of $100,000) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 seven (7) days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 days five (5) Business Days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one (1) year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; provided further, that any Letter of Credit may have an expiration date beyond the date set forth in clause (C) to the extent such Letter of Credit is cash collateralized; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). Furthermore, GE Capital as an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies. For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (i) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 2.18 or Section 11.2, (ii) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (iii) the Revolving Credit Commitments of the other Revolving Credit Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future L/C Obligations will be covered by all Revolving Credit Lenders that are not Non-Funding Lenders or Impacted Lenders, or (iv) the L/C Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Credit Lenders in a manner consistent with Section 2.2(c)(ii).

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of Parent or any Loan PartySubsidiary of Borrower), Letters of Credit (denominated in Dollars) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Termination Date and 30 days prior to the Scheduled Revolving Loan Termination Maturity Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Commitments Available Credit or (B) the L/C Obligations for all Letters sum of Credit would exceed (i) the L/C SublimitUndrawn Amounts at such time and (ii) the L/C Reimbursement Obligations then due and payable at such time would exceed $2,500,000; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, or (B) is more than one (1) year after the date of issuance thereof or (C) is later than 30 days prior to the Scheduled Revolving Loan Termination Datethereof, or; provided provided, however, that any Letter of Credit with a term not exceeding one one (1) year may provide for its renewal for additional periods not exceeding one (1) year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) aboveperiod; orand/or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of Parent or any other Loan PartySubsidiary of Borrower, such Loan PartyPerson), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 Article 3, have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Agent or the Required Revolving Loan Majority Lenders that any condition precedent contained in Section 7.2 Article 3 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Commitment and Conditions. On the terms and subject to the conditions contained herein, each L/C Issuer agrees to Issue, at the request of the Borrower, in accordance with such L/C Issuer’s 's usual and customary business practices, and for the account of the Borrower (or, as long as the Borrower remains responsible for the payment in full of all amounts drawn thereunder and related fees, costs and expenses, for the account of any Loan PartyGroup Member), Letters of Credit (denominated in DollarsDollars in a minimum face amount of $1,000,000 for each Letter of Credit) from time to time on any Business Day during the period from the Third Restatement Effective Closing Date through the earlier of the Revolving Loan Credit Termination Date and 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that such L/C Issuer shall not be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following, after giving effect to such Issuance: (i) (A) the aggregate Revolving Loan Credit Outstandings would exceed the aggregate Revolving Loan Credit Commitments or (B) the L/C Obligations for all Letters of Credit would exceed the L/C Sublimit; (ii) the expiration date of such Letter of Credit (A) is not a Business Day, (B) is more than one year after the date of issuance thereof or (C) is later than 30 7 days prior to the Scheduled Revolving Loan Credit Termination Date; provided provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year periods as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such additional one year period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (C) above; or (iii) (A) any fee due to such L/C Issuer in connection with, and on or prior to, such Issuance has not been paid, (B) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (C) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower (and, if such Letter of Credit is issued for the account of any other Loan PartyGroup Member, such Loan PartyGroup Member), the documents that such L/C Issuer generally uses in the ordinary course of its business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “"L/C Reimbursement Agreement”"). For each such Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 7.2 3.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided provided, however, that no Letter of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Administrative Agent or the Required Revolving Loan Credit Lenders that any condition precedent contained in Section 7.2 3.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.