Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstances.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) any Lender is at that time a Defaulting Lender, unless the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters has entered into arrangements, including the delivery of credit generallyCash Collateral, in each case, satisfactory to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Borrower consistently with such application thereof Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all similarly situated Borrowers under similar circumstancesother L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of or any other Group Member so long as the Borrower is the applicant on the applicable Application and such Group Member has furnished any documentation required by the Issuing Lender pursuant to “know-your-customer” or any Subsidiary of the Borrowerinternal requirements) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by Commitment at such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowertime. Each Letter of Credit shall (i) be denominated in Dollars or in an Alternative Currency (it being agreed that the Issuing Lender shall have no obligation to issue, renew or extend a Letter of Credit in an Alternative Currency if the Issuing Lender as of any date of determination does not issue Letters of Credit in such Alternative Currency), and (ii) unless otherwise agreed to by the Issuing Lender, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if unless the condition described in the first proviso of this sentence is satisfiedIssuing Lender otherwise agrees). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such or restrain the Issuing Lender from issuing issuing, amending or reinstating such Letter of Credit, or any Requirement of Law law, rule or regulation applicable to such the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit such prohibit, or request that the Issuing Lender from refrain from, the issuance issuance, amendment, renewal or reinstatement of letters of credit, generally, credit generally or such Letter of Credit, Credit in particular or (y) shall impose upon such the Issuing Lender with respect to any such Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such the Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrowercompensated) not in effect on the Restatement Effective Date Closing Date, or shall impose on such upon the Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date and which such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or it; (iiiii) the issuance Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least 1 Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit would is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate the legal, regulatory any applicable laws or compliance regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) such Letter of Credit is not denominated in Dollars or an Alternative Currency; (vii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or (viii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender applicable has entered into arrangements, including the delivery of Cash Collateral pursuant to letters of credit generallySection 3.10, in each case, satisfactory to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Borrower consistently with Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such application thereof Letter of Credit and all other L/C Exposure as to all similarly situated Borrowers under similar circumstanceswhich the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, Lender (acting through any of its branches or affiliates) in each case in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrowers (or so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (and for the benefit of the Borrower or any Subsidiary of the other than an Additional Borrower)) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the applicable Issuing Lender; provided that (I) solely to the extent the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Committed L/C Commitment after giving effect to such issuance, any Letter of Credit in such excess shall be issued in the sole discretion of the applicable Issuing Lender and (II) no Issuing Lender shall have an obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or Commitments, (Bii) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Civ) unless otherwise agreed with respect to by such Issuing Lender, the Letters of Credit denominated in an L/C Exposure with respect to all Letters Foreign Currency, the aggregate Dollar Equivalent of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Commitment or (ii) such Issuing Lender shall have received written notice from Obligations denominated in any L/C Foreign Currency would exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date Maturity Date, provided that (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (xA) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above) and (B) clause (x) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the condition described applicable Issuing Lender (but with an expiration date of no longer than two years after the date of issuance, which shall in no event extend beyond the first proviso of this sentence is satisfieddate referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause any Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (ic) any orderFor the avoidance of doubt, judgment or decree the Letters of any Governmental Authority or arbitrator having jurisdiction over Credit outstanding immediately prior to giving effect to the Closing Date shall continue to be outstanding hereunder immediately after giving effect to the Closing Date. The Parent Borrower represents and warrants to the Administrative Agent, the Issuing Lender shall by its terms (xLenders and the Lenders that Schedule 3.1(c) purport to enjoin such Issuing Lender from issuing such Letter this Agreement sets forth a true and complete listing of all Existing Letters of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstances.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit Credit”) providing for the payment of cash upon the request and honoring of a presentation thereunder, for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the Dollar Equivalent of the then outstanding L/C Exposure Obligations of such Issuing Lender would exceed the such Issuing Lender’s L/C Commitment then in effect, (ii) the outstanding principal amount of any Lender’s Revolving Extensions of Credit shall exceed the amount of such Lender’s Revolving Commitment or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or an Optional Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing “Letter of Credit that is extended or automatically renewedExpiration Date”), may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal automatic extension or extension thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). Each request by the condition described Borrower or any Subsidiary Borrower for the issuance of or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower or any Subsidiary Borrower that the Letter of Credit or amendment so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s or Subsidiary Borrower’s ability to obtain Letters of this sentence Credit shall be fully revolving, and accordingly, the Borrower or Subsidiary Borrower may, during the foregoing period, obtain Letter of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. If the Borrower so requests in any applicable Application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Issuing Lender, the Borrower shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (y) of Section 3.1(a) or Section 3.1(b)), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied), and in each such case directing the Issuing Lender not to permit such extension. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such or restrain the Issuing Lender from issuing such the Letter of Credit, or any Requirement of Law applicable to such the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit such prohibit, or request that the Issuing Lender from refrain from, the issuance of letters of credit, generally, credit generally or such the Letter of Credit, Credit in particular or (y) shall impose upon such the Issuing Lender with respect to any such the Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such the Issuing Lender is not otherwise compensated hereunder or otherwise by agreement of the Borrowerhereunder) not in effect on the Restatement Effective Date Date, or shall impose on such upon the Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Restatement Effective Date and which such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or it, (iiiii) the issuance of such the Letter of Credit would violate the legal, regulatory one or compliance more policies of such the Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law generally or regulation binding upon (iv) such Issuing Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency. (c) Unless otherwise expressly agreed by the Issuing Lender and are being applied with respect the Borrower or Subsidiary Borrower, as applicable, when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the Issuing Lender shall not be responsible to the Borrower consistently with or Subsidiary Borrower for, and the Issuing Lender’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Requirement of Law or any order of a jurisdiction where the Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such application thereof to all similarly situated Borrowers under similar circumstanceslaw or practice.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section Subsection 3.4(a), agrees to issue Letters of Credit upon the request and continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the benefit account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period but in no event later than the 5th day prior to the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit shall be issued if, (i) after giving effect to such issuance, (Ai) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Exposure Obligations in respect of Letters of Credit would exceed $50,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or Commitments of all the Revolving Credit Lenders then in effect. (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Each Letter of Credit shall be deemed to denominated in Dollars or any other Designated Foreign Currency requested by the Borrower Representative and shall be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall either (i) be denominated a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in Dollars connection with the working capital and business needs of the Parent Borrower and its Restricted Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial L/C”), and unless otherwise agreed by the Administrative Agent expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five 5th Business Days Day prior to the Revolving Termination Date; provided that, notwithstanding any extension of the Termination Date (as it may pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing obligated to issue a Letter of Credit that is expires beyond the non-extended or automatically renewedTermination Date. (c) Notwithstanding anything to the contrary in Subsection 3.1(b), may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as if the Borrower cash collateralizes such Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at 101% least once in each twelve-month period (commencing with the date of the available face amount issuance of such Letter of Credit on or Credit) by giving prior notice to the date which is five Business Days prior beneficiary thereof not later than a day in each such twelve-month period to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date be agreed upon at the time such Letter of Credit or extension is requested or at issued. Unless otherwise directed by the time such existing Letter of Credit is applicable Issuing Lender, the applicable Borrower shall not be required to be automatically renewed, as applicable; provided further that any Letter of Credit (other than make a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall prohibit be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the 5th Business Day prior to the Termination Date; provided that such Issuing Lender from the issuance of letters of credit, generally, or shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at such time to issue such Letter of CreditCredit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or otherwise), in particular or (y) impose it has received notice on or before the day that is two Business Days before the date which has been agreed upon such Issuing Lender with respect pursuant to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement the proviso of the Borrowerfirst sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not in effect on to permit such renewal or (2) from the Restatement Effective Date Administrative Agent, any Lender or impose on such Issuing Lender any loss, cost Borrower that one or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement more of the Borrower) which such Issuing Lender applicable conditions specified in good ▇▇▇▇▇ ▇▇▇▇▇ material to it Section 6 are not then satisfied, or (ii) that the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies Subsection 3.1. (d) Each Letter of such Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the Borrower Representative and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary. (e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be subject to letters of credit generally, in each casethe Uniform Customs and, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to not inconsistent therewith, the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstanceslaws of the State of New York. All Letters of Credit shall be issued on a sight basis only.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the Available Commitment with respect to Revolving Credit Loans of all Revolving Credit Lenders less the aggregate principal amount of the Available Revolving Commitments Swing Line Loans then outstanding would be less than zero or zero. (Cb) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise and (iiiii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the date that is five fifth Business Days Day prior to the Revolving Loan Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a with an expiration date occurring up to twelve months after such Letter of Credit to which Section 2.18(c)(ii) applies) with a oneCredit's date of issuance may be automatically renewable for subsequent 12-year term may provide for the renewal thereof for additional one-year month periods (which shall only extend beyond but in no event later than the date referred fifth Business Day prior to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedRevolving Loan Termination Date). (bc) No Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement policies of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLender.

L/C Commitment. (a) Subject to the terms and conditions hereof, each U.S. Issuing Lender, in reliance on the agreements of the other Lenders U.S. L/C Participants set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“U.S. Letters of Credit upon the request and Credit”) for the account of the U.S. Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period for the U.S. Revolving Facility in such form as may be approved from time to time by such U.S. Issuing Lender; provided that (i) no U.S. Issuing Lender shall issue any U.S. Letter of Credit if, (i) after giving effect to such issuance, (Ax) the U.S. L/C Exposure Obligations would exceed the U.S. L/C Sub Commitment or (By) the aggregate amount of the Available U.S. Revolving Commitments of all U.S. Revolving Lenders would be less than zero or and (Cii) unless otherwise agreed no Issuing Lender shall be obligated to by such Issuing Lenderissue any U.S. Letter of Credit if, after giving effect thereto, the aggregate amount of L/C Exposure with Obligations in respect to all of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfiedCredit Commitment. On the Restatement Effective Date, each the Existing Letter Letters of Credit shall will automatically, without any action on the part of any Person, be deemed to be a Letter U.S. Letters of Credit issued hereunder for the account of the BorrowerU.S. Borrower for all purposes of this Agreement and the other Loan Documents. Each U.S. Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and issuance, (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the latest Revolving Termination Date and of the Administrative Agent and the relevant Issuing Lender providing such U.S. Revolving Facility; provided that any U.S. Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-one year term may provide for the renewal thereof for additional one-one year periods (which shall only in no event extend beyond the date referred to in clause (y) above if or (z) below) and (z) unless the condition described U.S. Borrower has made arrangements satisfactory to the U.S. Issuing Lender (including to cash collateralize the applicable portion of such U.S. Letter of Credit or provide an undertaking to maintain sufficient available Replacement Revolving Commitments), the earliest Revolving Termination Date of any U.S. Revolving Commitment then in the first proviso of this sentence is satisfied)effect. (b) On each Revolving Termination Date for any U.S. Revolving Commitment (and without any further action), and so long as any Replacement Revolving Commitments under the U.S. Revolving Facility shall not have terminated at or prior to such time, the participations in U.S. L/C Obligations in respect of all outstanding U.S. Letters of Credit shall be reallocated among the Replacement Revolving Lenders in accordance with their U.S. Revolving Credit Percentages as of such date (after giving effect to the termination of the applicable U.S. Revolving Commitments on such Revolving Termination Date) and the Lenders that hold U.S. Revolving Commitments terminating on such Revolving Termination Date shall be released from their L/C Participations in respect of such outstanding U.S. Letters of Credit. (c) Subject to the terms and conditions hereof, each Canadian Issuing Lender, in reliance on the agreements of the Canadian L/C Participants set forth in Section 3.10(d), agrees to issue documentary or standby letters of credit (“Canadian Letters of Credit”) for the account of the Canadian Borrower or the U.S. Borrower on any Business Day during the Revolving Commitment Period for the Canadian Revolving Facility in such form as may be approved from time to time by such Canadian Issuing Lender; provided, that (i) no Canadian Issuing Lender shall issue any Canadian Letter of Credit if, after giving effect to such issuance, (x) the Canadian L/C Obligations would exceed the Canadian L/C Sub Commitment or (y) the aggregate amount of the Available Canadian Revolving Commitments of all Canadian Revolving Lenders would be less than zero and (ii) no Issuing Lender shall be obligated to issue any Canadian Letter of Credit if, after giving effect thereto, the aggregate amount of L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Letter of Credit Commitment. Each Canadian Letter of Credit shall (i) be denominated in Canadian Dollars or Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the latest Revolving Termination Date of the Canadian Revolving Facility; provided that any Canadian Letter of Credit with a one year term may provide for the renewal thereof for additional one year periods (which shall in no event extend beyond the date referred to in clause (y) above or (z) below) and (z) unless the Canadian Borrower or the U.S. Borrower has made arrangements satisfactory to the Canadian Issuing Lender (including to cash collateralize the applicable portion of such Canadian Letter of Credit or provide an undertaking to maintain sufficient available Replacement Revolving Commitments), the earliest Revolving Termination Date of any Canadian Revolving Commitment then in effect. (d) On each Revolving Termination Date for any Canadian Revolving Credit Commitments (and without any further action), and so long as any Replacement Revolving Commitments under the Canadian Revolving Facility shall not have terminated at or prior to such time, the L/C Participations in respect of all outstanding Canadian Letters of Credit shall be reallocated among the Replacement Revolving Lenders in accordance with their Canadian Revolving Credit Percentages as of such date (after giving effect to the termination of the applicable Canadian Revolving Commitments on such Revolving Termination Date) and the Lenders that hold Canadian Revolving Commitments terminating on such Revolving Termination Date shall be released from their L/C Participations in respect of such outstanding Canadian Letters of Credit. (e) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a2.04(d)(i), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower Company (and provided that any such Letter of Credit may be for the benefit of the Borrower or any Subsidiary of designated by the BorrowerCompany) on any Business Day during the Revolving period from and including the Effective Date to but not including the date that is five Business Days prior to the Commitment Period Termination Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Sublimit, (Bii) the aggregate amount of the Total Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with Obligations in respect to all of Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified the L/C Commitment or (ii) of such Issuing Lender. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall have received permit any such issuance (or any renewal, extension or amendment of a Letter of Credit resulting in an increase in the amount of any Letter of Credit) to occur without first obtaining written notice confirmation from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerit is then permitted under this Agreement. Each Letter of Credit shall (i1) be denominated in Dollars or any Alternative Currency and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Commitment Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (bii) No Each Issuing Lender shall not at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject On or after the Acquisition Effective Date, subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.8(a), agrees to issue standby letters of credit (“Letters of Credit upon Credit”) not to exceed the request and L/C Commitment for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid L/C Disbursement in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis by the Dollar Amount thereof; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the such Issuing Lender’s Available Revolving Commitments would be less than zero zero, or (Ciii) unless otherwise agreed subject to by Section 1.3 and 4.2(d), such Issuing issuance would cause the Dollar Amount of any Lender, the ’s Revolving Credit Exposure and L/C Exposure with respect Exposure, in each case denominated in Foreign Currencies, to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (yB) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a may provide for automatic renewals pursuant to Section 3.6(b). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction are agreed to which Section 2.18(c)(ii) applies) with a one-year term may provide for by the renewal thereof for additional one-year periods (which shall only extend beyond respective Issuing Lender). It is hereby acknowledged and agreed that each of the date referred to in clause (y) above if the condition letters of credit described in Schedule 3.5 of the first proviso of this sentence is satisfied). (b) No Issuing Lender Disclosure Letter shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such constitute a “Letter of Credit, or any Requirement ” for all purposes of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect this Agreement on the Restatement Acquisition Effective Date or impose and shall be deemed issued under this Agreement on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesAcquisition Effective Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), : (i) agrees to issue Letters standby and documentary letters of Credit upon the request and credit for the account of any Borrower or Guarantor and (ii) agrees to issue Alternate Currency Letters of Credit for the account of any Non-U.S. Borrower (and for the benefit collectively, “Letters of the Borrower or any Subsidiary of the Borrower) Credit”), on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, : (ia) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be there exists a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested Default or an existing Letter Event of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of CreditDefault, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate give rise to a Default or an Event of Default; (b) after giving effect to such issuance: (i) the legalL/C Obligations would exceed the L/C Commitment, (ii) the Aggregate Commitment minus the Extensions of Credit would be less than zero, (iii) any Lender’s Commitment minus such Lender’s Extensions of Credit would be less than zero, (iv) (A) the L/C Obligations for all Letters of Credit issued for the account of any Non-U.S. Borrower plus (B) the aggregate principal amount of all Loans outstanding to any Non-U.S. Borrower plus (C) the aggregate principal amount of all outstanding intercompany loans to Non-U.S. Borrowers permitted under Section 10.4(d) hereof, regulatory would exceed the Non U.S. Sublimit, or (v) at the time of issuance of any Alternate Currency Letter of Credit, the amount available to be drawn under such Alternate Currency Letter of Credit and all other Alternate Currency Letters of Credit then outstanding hereunder plus any unreimbursed draws under Alternate Currency Letters of Credit, together with the outstanding principal amount of all Alternate Currency Loans, shall not exceed the Alternate Currency Sublimit. (c) such issuance would conflict with, or compliance policies of such cause the Issuing Lender applicable or any L/C Participant to letters of credit generallyexceed any limits imposed by, in each case, any Applicable Law. References herein to the extent such policies “issue” and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancescontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue trade and standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Obligations on account of Letters of Credit issued by such Issuing Lender denominated in an Alternative Currency would exceed such Issuing Lender’s Specified the Alternative Currency L/C Commitment or (iic) such Issuing Lender shall have received written notice the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of L/C Obligations would exceed the Revolving Credit Commitment after giving pro forma effect to any reduction of the Revolving Credit Commitment resulting from the Administrative Agent or failure to fully syndicate the Borrower, at least one Business Day prior to the requested date total Revolving Credit Commitment of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in any Non-Consenting Lenders under Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower2.6. Each Letter of Credit shall (i) be denominated in Dollars and (iiA) expire no later than the earlier Dollars, if such Letter of (x) the first anniversary of its date of issuance and (y) the date that Credit is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any a standby Letter of Credit, whether newly requested or (B) Dollars or an existing Letter of Credit that is extended or automatically renewedAlternative Currency, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes if such Letter of Credit at 101% is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the available face amount Borrower or any of such Letter its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than (A) two hundred twenty-five (225) days from the date of issuance thereof for trade Letters of Credit on or prior and (B) one (1) year from the date of issuance thereof for standby Letters of Credit, and (iv) be subject to the date which is five Business Days prior Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the Revolving Termination Date and extent not inconsistent therewith, the Administrative Agent and laws of the relevant Issuing Lender providing such Letter State of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from unless the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or context otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) each Issuing LenderLender having an L/C Fronting Commitment, in reliance on the agreements of the other Lenders L/C Participants set forth in Section 3.4(a), agrees to issue Fronted Letters of Credit upon the request and in an aggregate Dollar Amount at any time outstanding not to exceed its L/C Fronting Commitment for the account of the any Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from and after the Revolving Commitment Period Closing Date in such form as may be approved from time to time by such Issuing Lender, (ii) each Several Issuing Lender (including the L/C Agent as Several Issuing Lender for any Participating Lenders in accordance with subsection (b) below) severally agrees (A) to issue Several Letters of Credit in such Several Issuing Lender’s Revolving Commitment Percentage for the account of any Borrower on any Business Day from and after the Closing Date in such form as may be approved from time to time by the Issuing Lender and (B) to honor its Revolving Commitment Percentage of drawings under the Several Letters of Credit and (iii) each Participating Lender hereby agrees to purchase from the L/C Agent a risk participation in the portion of such Several Letter of Credit issued by the L/C Agent pursuant to this Section for the benefit of such Participating Lender in an amount equal to such Participating Lender’s Revolving Commitment Percentage; provided that no neither the applicable Issuing Lender nor any Several Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (AI) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (BII) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed an amount equal to the Available Aggregate Revolving Commitments would be less than zero Commitment or (CIII) unless otherwise agreed the aggregate principal amount of all outstanding Revolving Credit Loans plus the aggregate principal amount of outstanding Japanese Yen Loans plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations for the account of any Designated Borrower would exceed the applicable Designated Borrower Sublimit. (b) In addition, the L/C Agent agrees that with respect to by Several Letters of Credit as to which any Lender is a Participating Lender and which are issued after L/C Agent’s receipt of the applicable Participating Notice from such Issuing Lender, the L/C Exposure Agent shall, in reliance on the agreements of the Participating Lenders set forth in Section 3.1(a)(iii), act as a Several Issuing Lender for such Participating Lender. In the event that there are any Participating Lenders with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable any Several Letter of Credit, that one or more applicable conditions contained in Section 5.2 the L/C Agent shall not have been satisfied. On constitute the Restatement Effective Date, each Existing Several Issuing Lender for such Participating Lender’s Revolving Commitment Percentage of such Several Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. in any relevant calculations with respect thereto (including calculations in Section 3.1(a) above). (c) Each Letter of Credit shall (i) be denominated in Dollars and a Permitted Currency in a minimum amount of $100,000 or such lesser amount acceptable to the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Company or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date agreed upon by the Company and the Issuing Lender, which date shall be no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Maturity Date and (iv) be subject to ISP98, as it may be extended, so long as set forth in the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended Application or automatically renewedas determined by the Issuing Lender and, may have an expiration date after to the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as extent not inconsistent therewith, the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)New York. (bd) No Neither any Issuing Lender nor any Several Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause the applicable Issuing Lender, any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Several Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable L/C Participant to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of creditexceed any limits imposed by, generallyany Applicable Law, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory one or compliance more policies of such Issuing Lender applicable Person related to letters of credit generally, (iii) in each casethe case of Several Letters of Credit, if such Letter of Credit is not substantially in the form of Exhibit H (provided that the L/C Agent may agree to reasonable changes to such form, not adverse in any material respect to the extent such policies and prohibitions are implemented to comply with applicable law interests of the Lenders) or regulation binding upon (iv) in the case of Fronted Letters of Credit, after giving effect thereto, the maximum amount of all Fronted Letters of Credit issued by such Issuing Lender shall exceed Dollar Amount of the L/C Fronting Commitment of such Issuing Lender. (e) References herein to “issue” and are being applied derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the Borrower consistently context otherwise requires. (f) Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Lender shall not be obligated to issue any Fronted Letter of Credit at any time a Lender is a Defaulting Lender, nor shall the Issuing Lender be obligated to issue any Several Letter of Credit at any time any Participating Lender with respect thereto is a Defaulting Lender, unless in either such application thereof case the Issuing Lender has entered into arrangements (which may include delivery of cash collateral in an amount not less than the Fronting Exposure not reallocated pursuant to all similarly situated Borrowers under similar circumstancesSection 4.16(c)) with the Company or such Defaulting Lender which are satisfactory to the Issuing Lender to eliminate the Issuing Lender’s Fronting Exposure (after giving effect to Section 4.16), if any, with respect to any such Defaulting Lender. Further, in the event that any Several Issuing Lender is a Defaulting Lender, the Issuing Lender shall not be obligated to issue any Several Letter of Credit unless the beneficiary, the Company and the Issuing Lender have entered into arrangements with respect to such situation reasonably satisfactory to the Issuing Lender and the Company.

L/C Commitment. (a) Subject to the terms and conditions hereofof the ASOT Credit Agreement, each Issuing the Lender, in reliance on the agreements of the other ASOT Revolving Credit Lenders set forth in Section 3.4(a)) of the ASOT Credit Agreement, agrees to cause the Issuing Lender to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the ASOT Revolving Credit Commitment Period in such form as may be approved from time to time by such the Lender and the Issuing Lender; provided that no Issuing that, the Lender shall issue not have any obligation to cause any Letter of Credit to be issued if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments Credit Commitment would be less than zero or zero, (Ciii) unless otherwise agreed to by such Issuing Lender, the ASOT L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified the ASOT L/C Commitment or (iiiv) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment aggregate amount of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of ASOT Available Revolving Credit shall Commitments would be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerless than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No Issuing The Lender shall not at any time be obligated to issue cause any Letter of Credit to be issued hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Lender, the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, Lender (acting through any of its branches or affiliates) in each case in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrowers (or so long as the Parent Borrower is a co-applicant with respect to any such Letter of Credit any of its Restricted Subsidiaries (and for the benefit of the Borrower or any Subsidiary of the other than an Additional Borrower)) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the applicable Issuing Lender; provided that (I) solely to the extent the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Committed L/C Commitment after giving effect to such issuance, any Letter of Credit in such excess shall be issued in the sole discretion of the applicable Issuing Lender and (II) no Issuing Lender shall have an obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations (including the Dollar Equivalent of any L/C Obligations outstanding in any currency other than Dollars) would exceed the L/C Commitment or Commitments, (Bii) the L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s L/C Commitment, (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Civ) unless otherwise agreed with respect to by such Issuing Lender, the Letters of Credit denominated in an L/C Exposure with respect to all Letters Foreign Currency, the aggregate Dollar Equivalent of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Commitment or (ii) such Issuing Lender shall have received written notice from Obligations denominated in any L/C Foreign Currency would exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or another L/C Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date Initial Maturity Date, provided that (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (xA) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above) and (B) clause (x) above shall not apply to a Letter of Credit if such long-dated Letter of Credit is consented to by the condition described applicable Issuing Lender (but with an expiration date of no longer than two years after the date of issuance, which shall in no event extend beyond the first proviso of this sentence is satisfieddate referred to in clause (y) above). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from Law. (c) For the issuance avoidance of letters of creditdoubt, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter the Letters of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of outstanding immediately prior to giving effect to the Borrower) not in effect on the Amendment and Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated shall continue to be outstanding hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, immediately after giving effect to the extent such policies Amendment and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender Restatement Effective Date. The Parent Borrower represents and are being applied with respect warrants to the Borrower consistently with such application thereof Administrative Agent, the Issuing Lenders and the Lenders that Schedule 3.1(c) to this Agreement sets forth a true and complete listing of all similarly situated Borrowers under similar circumstancesExisting Letters of Credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.04(a), agrees to issue Letters letters of Credit upon the request and credit for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day Day, during the period from and including the Closing Date to the earlier of (v) the date that is 30 days prior to the Revolving Commitment Period Credit Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) immediately after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero zero, (iii) the Revolving Extensions of Credit of any Lender would exceed such Lender’s Revolving Credit Commitment or (Civ) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with Obligations in respect to of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerFronting Cap. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). Unless otherwise agreed by the condition described in the first proviso applicable Issuing Lender, Letters of this sentence is satisfied)Credit issued shall only be standby Letters of Credit. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit on behalf of the Borrower or any Subsidiary of the Borrowerits Subsidiaries or Joint Ventures) on any Business Day during the Revolving Commitment Period in such customary form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified Issuing Lender Limit, (ii) the aggregate amount of the Available Commitments would be less than zero, (iii) the Borrowing Base Availability would be less than zero or (iv) the L/C Commitment or (ii) such Issuing Lender shall have received written notice from Obligations in respect of Letters of Credit that are Financial Letters of Credit would exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Financial Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerSublimit. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier date that is 364 days after the Termination Date, provided (I) that any Letter of Credit with an expiry date prior to the Termination Date may provide for the renewal thereof for additional periods (xwhich shall in no event extend beyond the date referred to in clause (B) the first anniversary of its date of issuance above) and (yII) with respect to any Letter of Credit that expires on or after the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as at least 60 days prior to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedTermination Date, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes shall back-stop such Letter of Credit at 101and/or deposit an amount in cash equal to 100% of the available face amount L/C Obligations in respect of such Letter of Credit in a cash collateral account established with the Administrative Agent for the benefit of the applicable Issuing Lender on or prior terms and conditions satisfactory to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and such Issuing Lender. The Borrower hereby acknowledges that the relevant issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of each such Subsidiary or Joint Venture. From time to time and upon reasonable request therefor, (i) each Issuing Lender providing such Letter shall confirm to the Administrative Agent the L/C Exposure in respect of Letters of Credit agree issued by it and its portion of the L/C Commitment and (ii) the Administrative Agent shall confirm to such expiration date at each Issuing Lender the time such Letter aggregate amount of Credit or extension is requested or at Available Commitments. For the time such existing Letter avoidance of Credit is to be automatically reneweddoubt, as applicable; provided further that any Letter in no event shall the sum of Credit (other than a Letter the Issuing Lenders’ respective portions of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond L/C Commitment exceed the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)L/C Commitment. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Tranche A Revolving Lenders set forth in Section 3.4(a), agrees to issue agrees, in the case of each Issuing Lender on the Closing Date in its capacity as the issuer of Existing Letters of Credit upon the request and Credit, to continue under this Agreement for the account of the Borrower (and or a Restricted Subsidiary, as applicable, such Existing Letters of Credit until the expiration or earlier termination thereof, and, in the case of each other Issuing Lender, to issue Letters of Credit under the Revolving Commitments for the benefit account of the Borrower or any Subsidiary of the Borrower) its Restricted Subsidiaries on any Business Day during the Revolving Commitment Period with respect to the Tranche A Revolving Facility in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (i) (A) the L/C Exposure Obligations would exceed the aggregate L/C Commitment set forth in clause (a) of the definition of “L/C Commitment” and (B) the L/C Obligations with respect to each Issuing Lender would exceed the L/C Commitment or of such Issuing Lender as set forth in clause (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the definition of “L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment Commitments” and on Schedule 2.1, or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior after giving effect to the requested date of issuance or amendment of thereof, the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter aggregate Tranche A Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for exceed the account of the BorrowerTranche A Availability then in effect. Each Letter of Credit shall (i) be denominated in Dollars or any Permitted Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five three Business Days prior to the Revolving Termination Date with respect to the Tranche A Revolving Facility (as it may be extended, unless Cash Collateralized or the applicable Issuing Lender so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extensionagrees); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would (i) any orderconflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter to exceed any limits imposed by, any applicable Requirement of CreditLaw, or any if such Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) would impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender was not applicable on the Closing Date and is not compensated otherwise reimbursable to it by the Borrower hereunder or otherwise by agreement of the Borrower) and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory one or compliance more policies of such Issuing Lender applicable generally to the issuance of letters of credit generally, in each case, to for the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all account of similarly situated Borrowers under similar circumstancesborrowers.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)3.3, agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) its Subsidiaries and to amend or extend Letters of Credit previously issued by it, in accordance with Section 3.2(b), on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that which is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date one year after the Revolving Credit Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedDate, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described it being understood that in the first proviso event the expiry date of this sentence is satisfiedany requested Letter of Credit would occur after the Revolving Credit Termination Date, all L/C Obligations in respect of such Letters of Credit shall be Cash Collateralized no later than one month prior to the Revolving Credit Termination Date in accordance with Section 2.23) as set forth in Section 3.2(c). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if hereunder if: (i) such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) such issuance would violate one or more policies of such Issuing Lender applicable to letters of credit generally; (iii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such Issuing Lender from shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit, credit generally, or such Letter of CreditCredit in particular; (iv) any Lender is at that time a Defaulting Lender, in particular or (y) impose upon unless such Issuing Lender with respect has entered into arrangements, including the delivery of Cash Collateral, satisfactory to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder (in its sole discretion) with the Borrower or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Lender to eliminate such Issuing Lender any loss, cost Lender’s actual or expense potential Fronting Exposure (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrowerafter giving effect to Section 2.24(a)(iv)) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; provided, however, that in the event that the Borrower consistently delivers Cash Collateral in accordance with the terms hereof, such application thereof Issuing Bank shall not be entitled to all similarly situated Borrowers under similar circumstancesrely on this clause (iv) as justification for not issuing such Letter of Credit.

L/C Commitment. (ai) Prior to the Closing Date, the Existing Issuing Banks have issued the Existing Letters of Credit which from and after the Closing Date shall constitute Letters of Credit hereunder. (ii) Subject to the terms and conditions hereof, each Issuing LenderBank (other than the Existing Issuing Banks), in reliance on the agreements of the other Lenders Banks set forth in Section 3.4(a2.5(d), agrees to issue standby letters of credit (together with the Existing Letters of Credit upon Credit, the request and “Letters of Credit”) for the account of the Borrower in support of obligations (including, without limitation, performance, bid and for the benefit similar bonding obligations and credit enhancement) of the Borrower or any Subsidiary of the Borrower) and its Affiliates on any Business Day during on or after the Revolving Commitment Period Closing Date and prior to the Termination Date in such form as may be approved from time to time by such Issuing LenderBank; provided that no Issuing Lender Bank shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure Obligations would exceed the L/C Commitment or (B) the aggregate amount Total Outstanding Extensions of Credit then outstanding would exceed the Available Revolving Total Commitments would then in effect and provided, further, that neither JPMorgan Chase Bank, N.A. nor Wachovia Bank, National Association shall be less than zero or (C) unless otherwise agreed to by required, without the consent of such Issuing LenderBank, the L/C Exposure with respect to all issue Letters of Credit issued by in excess of $37,500,000 at any time outstanding for each such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or Bank. (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Each Letter of Credit shall be deemed to denominated in Dollars and shall be a Letter standby letter of Credit credit issued hereunder for the account to support obligations of the Borrower. Borrower or any of its Affiliates, contingent or otherwise, and expire no later than the Maturity Date. (iv) Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior subject to the Revolving Termination Date (as it may be extendedUniform Customs and, so long as to the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); providedextent not inconsistent therewith, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% laws of the available face amount State of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)New York. (bv) No Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, Bank or any Requirement of Law applicable L/C Participant to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to exceed any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose limits imposed on such Issuing Lender Bank by any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement applicable Requirement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (c) (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Restatement Closing Date pursuant to this Section 3, together with all Existing Letters of Credit upon Credit, the request and “Letters of Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the condition described in Restatement Closing Date shall be subject to and governed by the first proviso terms and conditions hereof and shall constitute “Letters of Credit” for all purposes of this sentence is satisfied)Agreement. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a)3.4, agrees to issue sight letters of credit on a standby basis (the “Letters of Credit upon Credit”) in support of the request and L/C Supportable Obligations for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lenderzero. Notwithstanding the foregoing, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such no Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one any obligation to issue any Letter of Credit on any date that is later than seven Business Day Days prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Revolving Credit Termination Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal extension thereof for up to additional one-one year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any order, judgment there shall have occurred and be continuing a Default or decree Event of any Governmental Authority Default or arbitrator having jurisdiction over the Issuing a Lender Default shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it exist or (ii) the such issuance of such Letter of Credit would violate the legalconflict with, regulatory or compliance policies of cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable to letters Requirement of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.04(a), agrees to issue Letters letters of Credit upon the request and credit for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day Day, during the period from and including the Closing Date to the earlier of (v) the date that is 30 days prior to the Revolving Commitment Period Credit Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) immediately after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero zero, (iii) the Revolving Extensions of Credit of any Lender would exceed such Lender’s Revolving Credit Commitment or (Civ) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with Obligations in respect to of all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerFronting Cap. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). Unless otherwise agreed by the condition described in applicable Issuing Lender, Letters of Credit issued shall only be standby Letters of Credit. All Amendment No. 4 Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the first proviso of this sentence is satisfied)Amendment No. 4 Effective Date shall be subject to and governed by the terms and conditions hereof. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the any Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the aggregate L/C Exposure Obligations would exceed the aggregate L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters Obligations of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender Commitment; provided further that Barclays Bank PLC shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior only be required to the requested date of issuance or amendment of the applicable Letter issue standby Letters of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes unless such Letter of Credit at 101% of the available face amount of such Letter of Credit is cash collateralized or backstopped on or prior terms reasonably satisfactory to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant applicable Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableLender; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if unless such Letter of Credit is cash collateralized or backstopped on terms reasonably satisfactory to the condition described in the first proviso of this sentence is satisfiedapplicable Issuing Lender). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance (i) any orderwould conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of creditLaw, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory one or compliance more policies of such Issuing Lender applicable to letters of credit generally, in each case, to generally or (iii) except as otherwise agreed by the extent such policies Administrative Agent and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with Lender, such application thereof to all similarly situated Borrowers under similar circumstancesLetter of Credit is in an initial amount less than $250,000.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit and/or bank guarantees, but, with regard to bank guarantees, only to the extent a Lender has agreed in writing to issue bank guarantees (together with any Designated Letters of Credit upon the request and Credit, “Letters of Credit”) for the account of the Borrower (and for the benefit Borrower, any Foreign Subsidiary Borrower, or any other Subsidiary of the Borrower or (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of any Subsidiary of the Borrower, and the Borrower shall be deemed to be a co-applicant, and shall be jointly and severally liable, with respect to each Designated Letter of Credit issued for the account of any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall not issue or extend any Letter of Credit if, (i) after giving effect to such issuanceissuance or extension, in the case of the Borrower and the Foreign Subsidiaries, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing LenderCommitment, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent sum of Outstanding Revolving Extensions of Credit would exceed the Total Revolving Commitments or (iii) the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter Multicurrency Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerMulticurrency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or any one of the Foreign Currencies, as specified by the Borrower, and (ii) expire no later than the earlier of (x) the first second anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant, to exceed any limits imposed by, any applicable Requirement of Law. No Lender shall at any time be obligated to issue any bank guaranty unless it has expressly agreed in writing to issue bank guarantees. (i) any orderSchedule 3.1, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over lists the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter Designated Letters of Credit, or any Requirement (ii) such Designated Letters of Law applicable Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 3.1, (iii) the face amount of such Issuing Lender Designated Letters of Credit shall prohibit such Issuing Lender from be included in the issuance calculation of letters of credit, generally, or such Letter the available L/C Commitment and the Outstanding Revolving Extensions of Credit, in particular (iv) the provisions of this Agreement shall apply thereto, and the Borrower, if applicable, the Foreign Subsidiary Borrowers or (y) impose upon such Issuing Lender any other Subsidiary of the Borrower and the Lenders hereunder hereby expressly assume all obligations with respect to any such Letter Letters of Credit that they would have if such Letters of Credit had been issued pursuant to this Agreement and (v) all liabilities of the Borrower and, if applicable, any reserve, capital Foreign Subsidiary Borrower or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement other Subsidiary of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to such Designated Letters of Credit shall constitute obligations of the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesor the applicable Foreign Subsidiary Borrower hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii2.19(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit prohibit, such Issuing Lender from from, the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstances.

L/C Commitment. (a) Subject to On the terms and subject to the conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Loan Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the letters of credit issued on or after the Effective Date pursuant to this Section 3, collectively, the “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day on or after the Effective Date and during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal extension of the expiry date thereof for additional one-year periods (periods, which shall only not extend beyond the date referred to in clause (y) above above; provided further that any Letter of Credit may be extended until up to the twelve month anniversary of the Termination Date if the condition described Borrower has, at least five Business Days prior to the Termination Date, delivered Cash Collateral with respect to such Letter of Credit to the Issuing Lender in an amount equal to 105% of the first proviso total L/C Obligations as of this sentence is satisfied)such date plus any accrued and unpaid interest thereon. (b) No Issuing Lender shall at any time be obligated to issue issue, amend, extend or renew any Letter of Credit hereunder if (i) any ordersuch issuance, judgment amendment, extension or decree of any Governmental Authority renewal would conflict with, or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable and (ii) a default of any Revolving Loan Lender’s obligations to fund under Section 3.4(a) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender shall prohibit such Issuing Lender from has entered into arrangements reasonably satisfactory to the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect the Borrower or such Lender to any such Letter of Credit any reserve, capital eliminate or liquidity requirement (for which such mitigate the Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied Lender’s risk with respect to such Lender or the Administrative Agent has received (as set forth in Section 3.13 below) Cash Collateral or similar security reasonably satisfactory to the Issuing Lender (in its sole discretion) from either the Borrower consistently with or such application thereof Defaulting Lender in respect of such Defaulting Lender’s obligation to all similarly situated Borrowers fund under similar circumstancesSection 3.4(a).

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date to, but not including, the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the aggregate amount of L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier of fifth (x5th) the first anniversary of its date of issuance and (y) the date that is five Business Days Day prior to the Revolving Termination Maturity Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, provided that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% may, (A) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the Maturity Date with the prior written consent of each of the available face amount of Administrative Agent and the applicable Issuing Lender, in each such Person’s sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the date which is five fifth (5th) Business Days Day prior to the Revolving Termination Date Maturity Date) and (iv) be subject to ISP98 and, to the Administrative Agent and extent not inconsistent therewith, the relevant Issuing Lender providing such Letter laws of Credit agree to such expiration date at the time such Letter State of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, or any Requirement unless the context otherwise requires. As of Law applicable to such Issuing Lender the Closing Date, each of the Existing Letters of Credit shall prohibit such Issuing Lender from constitute, for all purposes of this Agreement and the issuance of letters of creditother Loan Documents, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such a Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies issued and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesoutstanding hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the any Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period other than the last ten (10) Business Days thereof in such form as may be approved acceptable from time to time by such to the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the sum of the L/C Exposure Obligations of all the Lenders would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount sum of the Tranche A Exposure of all the Lenders would exceed the sum of the Tranche A Commitments of all the Lenders, (iii) the sum of the Tranche B Exposure of all the Lenders would exceed the sum of the Tranche B Commitments of all the Lenders, (iv) the Available Revolving Commitments Commitment of any Lender would be less than zero zero, or (Cv) unless otherwise agreed to by such Issuing Lender, the L/C sum of the Revolving Exposure with respect to of all the Lenders plus the aggregate principal amount of all outstanding Competitive Loans shall exceed the aggregate Revolving Commitments. (b) Each Letter of Credit (i) shall be denominated (x) in the case of Tranche A Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment Credit, only in Dollars, or (y) in the case of Tranche B Letters of Credit, in Dollars or in an Alternate Currency, (ii) such Issuing Lender shall have received written notice from be available by sight payment (rather than by acceptance, by deferred payment or by negotiation), (iii) shall be a standby letter of credit issued to support obligations of Kimco and its Subsidiaries, contingent or otherwise, incurred in the Administrative Agent or the Borrower, at least one ordinary course of business and (iv) shall expire no later than ten (10) Business Day Days prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Termination Date, each Existing . (c) Each Letter of Credit shall be deemed subject to be a Letter of Credit issued hereunder for the account Uniform Customs or the ISP and, to the extent not inconsistent therewith, the laws of the Borrower. Each Letter State of Credit shall (i) be denominated in Dollars New York or any other jurisdiction requested by the applicable Borrower and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior acceptable to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)their sole discretion. (bd) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less Commitment at such time. Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding between the parties, unless and until any Lender other than zero or (C) unless otherwise agreed to by such Issuing LenderSVB shall become a Lender under the Facilities, the L/C Exposure with respect to all Letters any letter of Credit credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or SVB to a Group Member (ii) such Issuing Lender shall have received written notice from including, for the Administrative Agent or the Borroweravoidance of any doubt, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each any Existing Letter of Credit and any letter of credit to be issued by SVB to a Group Member following the Closing Date), shall not, for any intent or purpose under the Loan Documents, be deemed to be a Letter of Credit or Existing Letter of Credit or reduce the Available Revolving Commitment or the Available Total Commitment, but shall instead be deemed to be Cash Management Services. Concurrently with the joinder of any Lender other than SVB under the Facilities, any then-outstanding and future letters of credit issued hereunder for by SVB at the account request of the BorrowerBorrower shall automatically be deemed to be Letters of Credit hereunder and reduce the Available Revolving Commitment and the Available Total Commitment. Each Unless otherwise agreed to by the Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such or restrain the Issuing Lender from issuing issuing, amending or reinstating such Letter of Credit, or any Requirement of Law law, rule or regulation applicable to such the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit such prohibit, or request that the Issuing Lender from refrain from, the issuance issuance, amendment, renewal or reinstatement of letters of credit, generally, credit generally or such Letter of Credit, Credit in particular or (y) shall impose upon such the Issuing Lender with respect to any such Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such the Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrowercompensated) not in effect on the Restatement Effective Date Closing Date, or shall impose on such upon the Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date and which such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or it; (iiiii) the issuance Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit would is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate the legal, regulatory any applicable laws or compliance regulations or any applicable general policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender applicable has entered into arrangements, including the delivery of Cash Collateral pursuant to letters of credit generallySection 3.10, in each case, satisfactory to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Borrower consistently with Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such application thereof Letter of Credit and all other L/C Exposure as to all similarly situated Borrowers under similar circumstanceswhich the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters standby and/or trade letters of Credit upon the request and credit ("LETTERS OF CREDIT") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date through but not including the Five Year Facility Termination Date in such form as may be approved from time to time by such Issuing Lender; provided PROVIDED, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the sum of (i) the aggregate principal amount of outstanding Revolving Credit Loans made under the Available Revolving Commitments would be less than zero or Five Year Facility, (Cii) unless otherwise agreed to by such Issuing Lenderthe aggregate principal amount of outstanding Swingline Loans made under the Five Year Facility, (iii) the aggregate principal amount of L/C Exposure with respect to all Letters Obligations and (iv) the aggregate principal amount of Credit issued by such Issuing Lender Competitive Bid Loans made under the Five Year Facility, would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerFive Year Facility Commitment. Each Letter of Credit shall (iA) be denominated in Dollars and Dollars, (iiB) be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date no later than one year from the date of issuance thereof and no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Five Year Facility Termination Date and (D) be subject to the Administrative Agent and Uniform Customs and, to the extent not inconsistent therewith, the laws of the State in which the corporate headquarters of the relevant Issuing Lender providing is located or such Letter of Credit agree other jurisdiction as is acceptable to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) relevant Issuing Lender. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from unless the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or context otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesrequires.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a5.4(a), agrees to issue new letters of credit (“Letters of Credit upon the request and Credit”) for the account of the relevant Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Utilized Revolving Commitments would be less greater than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerRevolving Loan Commitments. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if have an expiry date that is later than the Maturity Date, the relevant Borrower shall, not later than (i) any orderfive days preceding the Maturity Date, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over deposit in a cash collateral account established with the Issuing Lender shall by its Administrative Agent, on terms (x) purport and conditions satisfactory to enjoin the Administrative Agent, an amount equal to the L/C Obligations with respect to such Issuing Lender from issuing such Letter Letters of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from if the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the relevant Borrower) not ’s Rating in effect on the Restatement Effective Date or impose on such Issuing Lender any lossis at least BBB- as published by S&P, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise at least Baa3 as published by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ material to it or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing each Lender applicable to letters of credit generally, in each caseshall be reinstated, to the extent any such policies and prohibitions are implemented cash collateral, the application thereof or reimbursement in respect thereof is required to comply with applicable law or regulation binding upon such be returned to the Borrowers by an Issuing Lender after the Maturity Date. Amounts held in such cash collateral account shall be held and are being applied with respect to by the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesAdministrative Agent in the manner and for the purposes set forth in Section 10.2(c).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of or any other Group Member so long as the Borrower is the applicant on the applicable Application and such Group Member has furnished any documentation required by the Issuing Lender pursuant to “know-your-customer” or any Subsidiary of the Borrowerinternal requirements) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by Commitment at such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowertime. Each Letter of Credit shall (i) be denominated in Dollars and (ii) unless otherwise agreed to by the Issuing Lender, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if unless the condition described in the first proviso of this sentence is satisfiedIssuing Lender otherwise agrees). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such or restrain the Issuing Lender from issuing issuing, amending or reinstating such Letter of Credit, or any Requirement of Law law, rule or regulation applicable to such the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit such prohibit, or request that the Issuing Lender from refrain from, the issuance issuance, amendment, renewal or reinstatement of letters of credit, generally, credit generally or such Letter of Credit, Credit in particular or (y) shall impose upon such the Issuing Lender with respect to any such Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such the Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrowercompensated) not in effect on the Restatement Effective Date Closing Date, or shall impose on such upon the Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date and which such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or it; (iiiii) the issuance Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least 1 Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit would is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate the legal, regulatory any applicable laws or compliance regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) such Letter of Credit is not denominated in Dollars; (vii) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or (viii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender applicable has entered into arrangements, including the delivery of Cash Collateral pursuant to letters of credit generallySection 3.10, in each case, satisfactory to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Borrower consistently with Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such application thereof Letter of Credit and all other L/C Exposure as to all similarly situated Borrowers under similar circumstanceswhich the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) its Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that (x) no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or Commitment, (ii) the L/C Obligations would exceed the L/C Sublimit, (iii) the Total Revolving Extensions of Credit would exceed the Maximum Revolving Facility Availability at such time or (iv) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender Lender, together with the aggregate principal amount of its other outstanding Revolving Credit Loans hereunder, would exceed such Issuing Lender’s Revolving Credit Commitment then in effect and (y) the Borrower shall have received written notice from alternate the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment selection of the applicable Letter Issuing Lender based on the number and size of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter Letters of Credit shall be deemed requested by the Borrower in order for each Issuing Lender to be a Letter selected for the issuance of Letters of Credit issued hereunder for the account of the Borroweron an equivalent basis. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date Date; provided that (i) if the Borrower requests that any Letter of Credit have an expiration date after the Revolving Credit Termination Date, it is understood and agreed that such Letter of Credit shall only be issued, amended, renewed or extended, as applicable, if agreed to by the applicable Issuing Lender and the Administrative Agent in their sole discretion and (ii) to the relevant Issuing Lender providing extent that any Letter of Credit shall have an expiration date after the Revolving Credit Termination Date, subject in all cases to the immediately preceding clause (i), such Letter of Credit agree may expire on the date that is one year after the Revolving Credit Termination Date if the Borrower has provided Cash Collateral therefor in an amount equal to such expiration date at 105% of the time face amount of such Letter of Credit or extension is requested or at no later than the time such existing Letter of Revolving Credit is to be automatically renewedTermination Date; provided, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if unless the condition described conditions set forth in the first immediately preceding proviso of this sentence is satisfiedare met). (b) No Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Lender shall at any time be obligated to issue issue, amend, extend, renew or increase any Letter of Credit hereunder if (i) any ordersuch issuance, judgment amendment, extension or decree of any Governmental Authority increase would conflict with, or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular one or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement more of the Borrowerapplicable Issuing Lender’s policies (now or hereafter in effect) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generallycredit. (c) For the avoidance of doubt, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such any Letters of Credit issued by any Issuing Lender and are being applied with respect shall be limited to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesstandby letters of credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by Commitment at such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowertime. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). For the condition described in avoidance of doubt, no commercial letters of credit shall be issued by the first proviso of Issuing Lender to any Person under this sentence is satisfied)Agreement. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such or restrain the Issuing Lender from issuing issuing, amending or reinstating such Letter of Credit, or any Requirement of Law law, rule or regulation applicable to such the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit such prohibit, or request that the Issuing Lender from refrain from, the issuance issuance, amendment, renewal or reinstatement of letters of credit, generally, credit generally or such Letter of Credit, Credit in particular or (y) shall impose upon such the Issuing Lender with respect to any such Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such the Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrowercompensated) not in effect on the Restatement Effective Date Closing Date, or shall impose on such upon the Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date and which such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or it; (iiiii) the issuance Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit would is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate the legal, regulatory any applicable laws or compliance regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $100,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender applicable has entered into arrangements, including the delivery of Cash Collateral pursuant to letters of credit generallySection 3.10, in each case, satisfactory to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Borrower consistently with Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such application thereof Letter of Credit and all other L/C Exposure as to all similarly situated Borrowers under similar circumstanceswhich the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, (i) each Issuing Lender which is a Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender and (ii) in the event the Issuing Lender is not a Lender, the Administrative Agent, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to cause Letters of Credit to be issued by an Issuing Lender for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to nor shall any Issuing Lender issue any Letter of Credit and the Administrative Agent shall not have any obligation to and shall not cause any Letter of Credit to be issued if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedDate, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) Each Letter of Credit shall be subject to the Uniform Customs or ISP98, as applicable, and, to the extent not inconsistent therewith, the laws of the State of New York. (c) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. The Administrative Agent shall not at any time be obligated to cause any Letter of CreditCredit to be issued hereunder if such issuance would conflict with, or any Requirement of Law applicable to cause the Administrative Agent, such Issuing Lender shall prohibit such Issuing Lender from the issuance or any L/C Participant to exceed any limits imposed by, any applicable Requirement of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letter of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit denominated in Dollars or Canadian Dollars (with respect to the Canadian Borrower) or Dollars (with respect to the US Borrower) (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit upon Credit, collectively, the request and “Letters of Credit”) for the account of the Borrower (and for the benefit of the applicable Borrower or any Subsidiary of the Borrower) other Group Member on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Credit Commitments with respect to the applicable Borrower would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (xi) the first anniversary of its date of issuance and (yii) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (yii) above if above). In addition, each Issuing Lender agrees to issue Letters of Credit with an expiration date later than the condition described date specified in the first proviso two immediately preceding sentences (but no later than one year from the date of this sentence issuance thereof) in reliance upon the Borrowers’ agreement to cash collateralize such Letters of Credit by the date which is satisfied). (b30 days prior to the Revolving Credit Termination Date in the amount that would be required by such Issuing Lender pursuant to Section 10.15(c) No to deem such Letter of Credit not outstanding, and the Borrowers so agree to cash collateralize such Letters of Credit by such date, it being understood that until the Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents are paid in full, the Commitments have been terminated and no other Letters of Credit shall be outstanding, such cash collateral shall be subject to the rights of each other Lender under Section 10.7. Notwithstanding the foregoing, if an Issuing Lender has not consented to a Revolving Credit Lender becoming a party hereto by Lender Addendum on the Closing Date, such Issuing Lender shall at any time not be obligated required to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin hereunder unless such Issuing Lender from issuing has entered into arrangements satisfactory to it and the applicable Borrower with respect to such Revolving Credit Lender’s participation in such Letter of Credit, or any Requirement of Law applicable including by cash collateralizing an amount equal to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or Revolving Credit Lender’s share (yas an L/C Participant) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesL/C Obligations outstanding.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a2.8(a), agrees to issue standby or trade letters of credit, bank guaranties or other similar forms of credit issued by such Issuing Lender (together with any Designated Letters of Credit upon the request and Credit, “Letters of Credit”) for the account of the any Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters Outstanding Extensions of Credit issued by such Issuing of any Lender would exceed such Issuing Lender’s Specified L/C Commitment or Commitment, (iiiii) such the sum of the Total Outstanding Extensions of Credit would exceed the Total Commitments. No Foreign Borrower shall request and no Issuing Lender shall have received written notice from issue any Letter of Credit for the Administrative Agent or the Borroweraccount of such Foreign Borrower if, at least one Business Day prior to the requested date of issuance or amendment of the applicable after issuing such Letter of Credit, that one or more applicable conditions contained the aggregate Foreign Borrower Exposure of all Foreign Borrowers shall exceed the Aggregate Foreign Sublimit then in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowereffect. Each Letter of Credit shall (i) be denominated in Dollars or a Foreign Currency, (ii) have a face amount of at least $10,000 or the Foreign Currency Equivalent thereof (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No Issuing Lender shall at any time be obligated to issue issue, amend, extend or increase any Letter of Credit if if: (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin or restrain such Issuing Lender from issuing such the Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender from shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit, generally, credit generally or such the Letter of Credit, Credit in particular or (y) shall impose upon such Issuing Lender with respect to any such the Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such Issuing Lender is not otherwise compensated hereunder or otherwise by agreement of the Borrowerhereunder) not in effect on the Restatement Effective Date Closing Date, or shall impose on upon such Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or it; (ii) the such issuance of such the Letter of Credit would violate the legal, regulatory one or compliance more policies of general application of such Issuing Lender applicable to letters of credit generallycredit; (iii) any Lender is at that time a Defaulting Lender, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon unless such Issuing Lender and are being applied has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the applicable Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.37(a)(iv)) with respect to the Borrower consistently Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; (iv) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (v) the outstanding L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Sublimit of such Issuing Lender. (c) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 8 with respect to any acts taken or omissions suffered by such application thereof Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 8 included each Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Lenders. (d) On the Closing Date, (i) the Company shall provide Schedule 2.6, which Schedule shall list the Designated Letters of Credit, (ii) such Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.6, (iii) the face amount of such Designated Letters of Credit shall be included in the calculation of the available L/C Commitment and the Outstanding Extensions of Credit, (iv) the provisions of this Agreement shall apply thereto, and the Company and the Lenders hereunder hereby expressly assume all similarly situated Borrowers under similar circumstancesobligations with respect to such Letters of Credit that they would have if such Letters of Credit had been issued pursuant to this Agreement and (v) all liabilities of the Company with respect to such Designated Letters of Credit shall constitute obligations of the Company hereunder.

L/C Commitment. (a) a. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)5.4, agrees to issue Letters letters of Credit upon the request and credit (each a "Letter of Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Utilized Commitments would be less greater than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerLoan Commitments. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is later than five Business Days prior to the Revolving Termination Date Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent and an amount equal to the relevant Issuing Lender providing L/C Obligations with respect to such Letter Letters of Credit agree to if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇; provided, further, that the obligations under this Section 5 in respect of such expiration date at the time such Letter Letters of Credit or extension is requested or at of (i) the time Borrower shall survive the Maturity Date and shall remain in effect until no such existing Letter Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit returned to which Section 2.18(c)(ii) applies) with a one-year term may provide the Borrower by the applicable Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c). (b) b. No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any Requirement L/C Participant to exceed any limits imposed by, any applicable requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstanceslaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit after the day that is 30 days before the Revolving Termination Date; provided, further, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ax) the L/C Exposure Obligations would exceed the L/C Commitment or (By) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) (1) if such Letter of Credit is a standby Letter of Credit, the date that is five Business Days prior to the Revolving Termination Date, or (2) if such Letter of Credit is a commercial Letter of Credit, the date that is 30 days before the Revolving Termination Date and (as it may iii) be extended, so long as the Available Revolving Commitments payable upon presentation of all Continuing Lenders would equal or exceed zero following such extension)sight drafts; provided, howeverfurther, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (yii) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from Law. (c) On the issuance of letters of creditClosing Date, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter the Letters of Credit any reserveoutstanding under the Existing Credit Agreement, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any lossas amended and restated hereby, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance shall be continued hereunder. A list of such Letter existing Letters of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, is set forth in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesSchedule 3.7.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)5.4, agrees to issue Letters letters of Credit upon the request and credit (each a “Letter of Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Utilized Commitments would be less greater than zero the Loan Commitments or (Ciii) unless the applicable Issuing Lender shall otherwise agreed to by such Issuing Lenderconsent thereto, the L/C Exposure with respect to aggregate amount of all outstanding Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified 33 1/3% of the L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is later than five Business Days prior to the Revolving Termination Date Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the Borrower’s Rating in effect is lower than BBB- as published by S&P, or is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the relevant extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Issuing Lender providing after the Maturity Date. Amounts held in such Letter of Credit agree to such expiration date at cash collateral account shall be held and applied by the time such Letter of Credit or extension is requested or at Administrative Agent in the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing or any L/C Participant to exceed any limits imposed by, any applicable requirement of law. (c) Schedule 5.1 contains a description of all letters of credit issued by the Issuing Lenders pursuant to the Original Credit Agreement and which are to remain outstanding on the Effective Date. Each such letter of credit, including any extension thereof, shall continue to constitute a “Letter of Credit, or any Requirement ” for all purposes of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of this Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesAgreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to cause one or more of the Issuing Banks to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit one or more of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Lender and such Issuing LenderBank; provided that any Lender is entitled to conclusively rely on advice from the Administrative Agent that causing the Issuing Bank to issue the Letters of Credit is permitted under the Agreement without further inquiry; and provided, further, that no Issuing Lender shall have any obligation to cause any Issuing Bank to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure Obligations with respect to all Letters of Credit issued on behalf of such Lender by such any Issuing Lender Bank would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower's Commitment. Each Letter of Credit shall (i) be denominated in Dollars and payable on an “at sight” basis and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Date; provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date up to 90 days after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower Borrowers cash collateralizes collateralize such Letter of Credit at 101% for the benefit of the available face amount applicable Lender or for the benefit of the Issuing Bank (as determined by such Letter of Credit Lender in its sole discretion) on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Lender shall have agreed in its sole discretion to cause an Issuing Lender providing Bank to provide such Letter of Credit agree to such expiration date (and an Issuing Bank shall have so agreed in its sole discretion) at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further provided, further, that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Application or other agreement submitted by the Company to, or entered into by the Company with, the Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (b) No Issuing Lender shall at any time be obligated to cause any Issuing Bank to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or cause such Lender, any L/C Participant or any Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)5.4, agrees to issue Letters letters of Credit upon the request and credit (each a “Letter of Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Utilized Commitments would be less greater than zero the Loan Commitments or (Ciii) unless the applicable Issuing Lender shall otherwise agreed to by such Issuing Lenderconsent thereto, the L/C Exposure with respect to aggregate amount of all outstanding Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified 33 1/3% of the L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is later than five Business Days prior to the Revolving Termination Date Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower’s senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇’▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent and an amount equal to the relevant Issuing Lender providing L/C Obligations with respect to such Letter Letters of Credit agree to if the Borrower’s senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇’▇; provided, further, that the obligations under this Section 5 in respect of such expiration date at the time such Letter Letters of Credit or extension is requested or at of (i) the time Borrower shall survive the Maturity Date and shall remain in effect until no such existing Letter Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit returned to which Section 2.18(c)(ii) applies) with a one-year term may provide the Borrower by the applicable Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing or any L/C Participant to exceed any limits imposed by, any applicable requirement of law. (c) Schedule 5.1 contains a description of all letters of credit issued by the Issuing Lenders pursuant to the Existing Credit Agreement and which are to remain outstanding on the Effective Date. Each such letter of credit, including any extension thereof, shall constitute a “Letter of Credit, or any Requirement ” for all purposes of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of this Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesAgreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and Dollars, and, except as provided in the following sentence, (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and or (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). The Issuing Lender agrees to issue Letters of Credit with an expiration date later than the condition described date specified in the first proviso preceding sentence if, upon the issuance of such Letter of Credit, such Letter of Credit is cash collateralized in the amount that would be required under Section 11.14(b) to deem such Letter of Credit not outstanding, except that until the Loans, the Reimbursement Obligations and the other Obligations under the Loan Documents are paid in full, the Commitments have been terminated and no other Letters of Credit shall be outstanding, such cash collateral shall be subject to the rights of each other Lender under Section 11.7. The Letters of Credit listed on Schedule 3.7, issued by the financial institutions indicated on said Schedule and outstanding on the Closing Date, shall be deemed to be issued hereunder as “Letters of Credit” and shall be subject to all of the provisions of this sentence is satisfied)Agreement applicable to Letters of Credit. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject Each Issuing Lender will issue trade, standby and commercial letters of credit from time to time denominated in Dollars and/or in one or more Facility A Currencies before the Revolving Maturity Date, in each case containing such terms and conditions hereofas are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender and the Company, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon at the request of and for the account of the Borrower Company (and or jointly for the benefit account of the Borrower Company and any Subsidiary) or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by before the date which is 30 days prior to the scheduled Revolving Maturity Date; and (b) as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Issuing LenderLetter of Credit; provided that no Issuing Lender shall issue any that, after giving effect to the issuance of each Letter of Credit ifCredit, (i) after giving effect to such issuance, the aggregate Stated Amount of all Letters of Credit shall not exceed the lesser of (Ax) $50,000,000 and (y) the aggregate Facility A Revolving Commitment (the “L/C Exposure would exceed the L/C Commitment or Sublimit”), (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (Cii) unless otherwise agreed to by such an individual Issuing LenderLender (in its sole discretion), the L/C Exposure with respect to Stated Amount of all Letters of Credit issued by such Issuing Lender would shall not exceed such Issuing Lender’s Specified L/C Commitment or Commitment, (iiiii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter aggregate outstanding Dollar Equivalent amount of Credit, that one or more applicable conditions contained all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in Section 5.2 an Offshore Currency shall not have been satisfied. On exceed the Restatement Effective DateOffshore Currency Sublimit, (iv) each Existing Letter of Revolving Lender’s Facility A Revolving Credit Exposure shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars not exceed such Revolving Lender’s Facility A Revolving Commitment; and (ii) expire no later than the earlier of (xv) the first anniversary of its date of issuance and (y) aggregate Facility A Revolving Credit Exposure shall not exceed the date that is five Business Days prior to the aggregate Facility A Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Commitment. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstances.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section subsection 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) under any Revolving Facility for the account of the Borrower (and for the benefit of the Borrower or any Regular Subsidiary of the Borrower) Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of Available Facility A-1 Commitments, the Available Revolving Facility A-2 Commitments, the Available Facility B Commitments the Available Facility C Commitments or the Available Facility D Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowernegative. Each Letter of Credit shall (i) be denominated in Dollars Dollars, euros or in any other Optional Currency (except with respect to Letters of Credit with respect to the Facility A-2 Commitments which shall be in Dollars), (ii) be either (x) a standby letter of credit (a “Standby L/C”) issued to support obligations of the Borrower or any Regular Subsidiary Borrower, contingent or otherwise, with an expiry date occurring not later than one year after such standby L/C was issued (which expiry date may be subject to one or more automatic extensions of one year or less unless 60-day notice, or such other notice as is satisfactory to the Borrower and the Issuing Lender, is given that any such extension shall not be effective) or (y) a documentary letter of credit in respect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business with an expiry date occurring not later than one year after such documentary letter of credit was issued and, in the case of any such documentary letter of credit which is to be accepted by the Issuing Lender pending payment at a date after presentation of sight drafts, with a payment date no more than one year after such drafts were presented for acceptance (a “Trade L/C”) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to days before the Revolving Credit Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Date. (b) No Each Standby L/C shall be subject to the International Standby Practices and each Trade L/C shall be subject to the Uniform Customs and, in each case, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall at any no time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable Law. (d) Notwithstanding anything to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of creditcontrary contained herein, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such each Existing Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement shall be deemed to be issued on the Closing Date and outstanding under this Agreement as of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesClosing Date.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by Commitment at such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowertime. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such or restrain the Issuing Lender from issuing issuing, amending or reinstating such Letter of Credit, or any Requirement of Law law, rule or regulation applicable to such the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit such prohibit, or request that the Issuing Lender from refrain from, the issuance issuance, amendment, renewal or reinstatement of letters of credit, generally, credit generally or such Letter of Credit, Credit in particular or (y) shall impose upon such the Issuing Lender with respect to any such Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such the Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrowercompensated) not in effect on the Restatement Effective Date Closing Date, or shall impose on such upon the Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date and which such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or it; (iiiii) the issuance Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit would is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate the legal, regulatory any applicable laws or compliance regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000 (or such lesser amount as to which the Administrative Agent and the Issuing Lender applicable may agree); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to letters of credit generallySection 3.10, in each case, satisfactory to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Borrower consistently with Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such application thereof Letter of Credit and all other L/C Exposure as to all similarly situated Borrowers under similar circumstanceswhich the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section subsection 3.4(a), agrees to issue continue under this Agreement the Existing Letters of Credit upon and issue letters of credit (the request letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Parent Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Credit Commitment Period but in no event later than the 30th day prior to the Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall not issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the sum of the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency, the then outstanding Swing Line Foreign Currency Loans and the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed $75,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency, the then outstanding Swing Line Foreign Currency Loans and, to the extent applicable, the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Parent Borrower has requested that the Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Exposure Obligations in respect of Letters of Credit would exceed $70,000,000 or (iii) the Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or (B) Revolving Credit Commitments of all the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained Lenders then in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowereffect. Each Letter of Credit shall (i) be denominated in Dollars or, in the case of any Foreign Backstop Letters of Credit, in Dollars or any other Designated Foreign Currency requested by the Parent Borrower and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) unless otherwise agreed by the Administrative Agent, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the date that is five Business Days 10th day prior to the Revolving Termination Date (as it may be extendedDate, so long as in the Available Revolving Commitments case of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter Standby Letters of Credit, whether newly requested or an existing (A) 180 days after its date of issuance and (B) the 30th day prior to the Termination Date, in the case of Commercial Letters of Credit. Each Letter of Credit that is extended or automatically renewed, may have an expiration date after shall be deemed to constitute a utilization of the Revolving Termination Date Loan Commitments and shall be participated in (so long as such expiration date remains more fully described in compliance following subsection 3.4) by the Revolving Credit Lenders in accordance with clause (x) above) so long as the Borrower cash collateralizes such Letter their respective Revolving Credit Commitment Percentages. All Letters of Credit at 101% shall be denominated in Dollars or in the respective Designated Foreign Currency requested by the Parent Borrower and shall be issued for the account of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Parent Borrower. (b) No Unless otherwise agreed by the Issuing Lender and the Parent Borrower, each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. All Letters of Credit shall be issued on a sight basis only. (c) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject If, and only if, a beneficiary of any Letter of Credit requested pursuant to Section 3.1 refuses to accept a Syndicated Letter of Credit, the terms and conditions hereof, each Issuing LenderFronting Bank, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)3.2(c) and subject to the other terms and conditions hereof, agrees to issue Letters standby letters of Credit upon the request and credit for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lenderthe Fronting Bank; provided provided, that (i) the Fronting Bank shall have no Issuing Lender shall obligation to issue any Fronted Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (B) the aggregate principal amount of outstanding Revolving Credit Loans, plus the Available Revolving Commitments aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero exceed the Aggregate Commitment or (C) unless otherwise agreed to by such Issuing Lender, the Fronted L/C Exposure Obligations owing to such Fronting Bank would exceed the Fronting Bank Sublimit of such Fronting Bank, (ii) an Additional Fronting Bank may only issue Fronted Letters of Credit under this Section 3.2(a) following compliance with Section 3.2(f) with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or Additional Fronting Bank, and (iiiii) such Issuing Lender no Additional Fronting Bank shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior be obligated to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing issue any Fronted Letter of Credit hereunder. The Fronting Bank shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall not at any time be obligated to issue any Fronted Letter of Credit hereunder if (i) such issuance would conflict with, or cause the Fronting Bank or any orderFronted L/C Participant to exceed any limits imposed by, judgment any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter outstanding Letters of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from unless the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or context otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the any Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations of such Issuing Lender would exceed the L/C Commitment of such Issuing Lender then in effect, or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) except as provided in Section 3.1(b) below, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) If requested by a Borrower, each Issuing Lender agrees to issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Termination Date, based upon agreement of the applicable Borrower to cash collateralize the L/C Obligations in accordance with Section 3.9. If such Borrower fails to cash collateralize the outstanding L/C Obligations in accordance with the requirements of Section 3.9, each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the such Borrower set forth in Section 3.5 shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 3.9. (c) The applicable Borrower shall grant to the Administrative Agent for the benefit of each Issuing Lender and the Lenders, pursuant to the Guarantee and Collateral Agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 3.1(b) or Section 3.9. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “L/C Cash Collateral Account”). All interest on such cash collateral shall be paid to the applicable Borrower upon its request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to such Borrower. (d) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin or restrain such Issuing Lender from issuing such the Letter of Credit, or any Requirement of Law law applicable to such Issuing Lender shall prohibit or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender from shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit, generally, credit generally or such the Letter of Credit, Credit in particular or (y) shall impose upon such Issuing Lender with respect to any such the Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such Issuing Lender is not otherwise compensated hereunder or otherwise by agreement of the Borrowerhereunder) not in effect on the Restatement Effective Date Closing Date, or shall impose on upon such Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date, which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it and which is not subject to indemnification obligations of the applicable Borrower hereunder or (iiiii) the issuance of such the Letter of Credit would violate the legal, regulatory one or compliance more policies of such Issuing Lender applicable to letters of credit generally. (e) Unless otherwise expressly agreed by the applicable Issuing Lender and the applicable Borrower when a Letter of Credit is issued, in (i) the rules of the ISP shall apply to each casestandby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no Issuing Lender shall be responsible to the extent such policies Borrowers, and prohibitions are implemented to comply with applicable law no Issuing Lender’s rights and remedies against the Borrowers shall be impaired by, any action or regulation binding upon inaction of such Issuing Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where an Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and are being applied with respect to Trade - International Financial Services Association (BAFT-IFSA), or the Borrower consistently with Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such application thereof to all similarly situated Borrowers under similar circumstanceslaw or practice. (f) In the event of any conflict between the terms hereof and the terms of any Application, the terms hereof shall control.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Domestic Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (together with the letters of credit described in Section 3.09, “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for or the benefit of the UK Borrower or any Subsidiary of the Borrower) on any Business Day during until the Revolving Commitment Period date that is five Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to (and no Issuing Lender shall knowingly) issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the outstanding Domestic Loans and L/C Obligations would exceed the Total Domestic Commitments or (iii) the Domestic Revolving Credit Exposure with respect to all Letters of Credit issued by such Issuing any Lender would exceed such Issuing Lender’s Specified L/C Domestic Commitment or (ii) such hereunder. If the relevant Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be issues a Letter of Credit issued hereunder for at a time when such issuance is prohibited by the account immediately preceding sentence, no Lender shall have any obligation to participate in such Letter of the BorrowerCredit. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $5,000,000 (unless otherwise agreed by the relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Maturity Date. Any Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (yiii) immediately above if the condition described except as provided in the first proviso of this sentence is satisfiedfollowing sentence). (b) No Issuing Lender shall at any time be obligated to issue any . A Letter of Credit if (i) any order, judgment originally issued with a one-year expiry date that occurs on or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, prior to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstances.latest date specified in clause

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing LenderLender (such approval not to be unreasonably withheld); provided that any Issuing Lender is entitled to conclusively rely on advice from the Administrative Agent that the issuance of Letters of Credit is permitted under the Agreement without further inquiry; and provided, further, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure Obligations with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and payable on an “at sight” basis and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Date; provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date up to 90 days after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower Borrowers cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing shall have agreed to provide such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further provided, further, that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii2.23(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Application or other agreement submitted by the Company to, or entered into by the Company with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to issue documentary or standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by the Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which or a longer period if agreed to by the Issuing Lender but in no event shall only any renewal period extend beyond the date referred to in clause (y) above if above), unless the condition described Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that any Letter of Credit that expires after the first proviso Revolving Termination Date shall be Cash Collateralized. Each Letter of this sentence Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is satisfiedagreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the a Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) unless otherwise agreed by the Administrative Agent and the relevant Issuing Lender, have a face amount of at least $5,000 and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the then latest Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). Each Existing Letter of Credit shall be deemed to be issued pursuant to this Section 3.1(a) on the condition described Restatement Effective Date (and for the avoidance of doubt, no Lender with a Non-Revolving Commitment, in its capacity as such, shall be deemed to have any participating interest in any Existing Letter of Credit from and after the first proviso of this sentence is satisfiedRestatement Effective Date). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if hereunder if: (i) such issuance would conflict with, or cause such Issuing Lender or any orderL/C Participant to exceed any limits imposed by, judgment or decree any applicable Requirement of Law; or (ii) any Governmental Authority or arbitrator having jurisdiction over Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender shall by its terms (x) purport with the Borrower or such Lender to enjoin eliminate such Issuing Lender from issuing such Letter of Credit, Lender’s actual or any Requirement of Law applicable potential Fronting Exposure (after giving effect to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (ySection 2.21(a)(iii)) impose upon such Issuing Lender with respect to any such the Defaulting Lender arising from either the Letter of Credit any reserve, capital then proposed to be issued or liquidity requirement (for that Letter of Credit and all other L/C Obligations as to which such Issuing Lender is not compensated hereunder has actual or otherwise by agreement of the Borrower) not potential Fronting Exposure, as it may elect in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesits sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue trade and standby letters of credit ("Letters of Credit upon the request and Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Termination Date in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Obligations on account of Letters of Credit issued by such Issuing Lender denominated in an Alternative Currency would exceed such Issuing Lender’s Specified the Alternative Currency L/C Commitment or (iic) such Issuing Lender shall have received written notice from the Administrative Agent or aggregate principal amount of outstanding Revolving Credit Loans, plus the Borrower, at least one Business Day prior to aggregate principal amount of L/C Obligations would exceed the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and (iiA) expire no later than the earlier Dollars, if such Letter of (x) the first anniversary of its date of issuance and (y) the date that Credit is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any a standby Letter of Credit, whether newly requested or (B) Dollars or an existing Letter of Credit that is extended or automatically renewedAlternative Currency, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes if such Letter of Credit at 101% is a trade Letter of Credit, (ii) be a trade or standby letter of credit issued to support obligations of the available face amount Borrower or any of such Letter its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than (A) two hundred twenty-five (225) days from the date of issuance thereof for trade Letters of Credit on or prior and (B) one (1) year from the date of issuance thereof for standby Letters of Credit, and (iv) be subject to the date which is five Business Days prior Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the Revolving Termination Date and extent not inconsistent therewith, the Administrative Agent and laws of the relevant Issuing Lender providing such Letter State of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from unless the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or context otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesrequires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue Letters agrees, in the case of Credit upon the request and Suisse AG, to continue under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the expiration or earlier termination thereof and, in the case of each other Issuing Lender, to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) under the Revolving Commitments for the benefit account of the Borrower or any Subsidiary of the Borrower) Guarantor on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) any Revolving Lender’s Available Revolving Commitment or the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars or any Permitted Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five three Business Days prior to the Revolving Termination Date (as it may be extendedunless cash collateralized or backstopped, so long as in each case in a manner agreed to by the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extensionBorrower and the Issuing Lender); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would (i) any orderconflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter to exceed any limits imposed by, any applicable Requirement of CreditLaw, or any if such Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) would impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender was not applicable on the Closing Date and is not compensated otherwise reimbursable to it by the Borrower hereunder or otherwise by agreement of the Borrower) and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory one or compliance more policies of such Issuing Lender applicable generally to the issuance of letters of credit generally, in each case, to for the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all account of similarly situated Borrowers under similar circumstancesborrowers.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a3.04(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day Day, during the period from and including the Original Closing Date to the earlier of (v) the date that is 30 days prior to the Revolving Commitment Period Credit Termination Date and (w) the termination of the Revolving Credit Commitments in accordance with the terms hereof, in such form as may be approved from time to time by such Issuing Lender; provided provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) immediately after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters Revolving Extensions of Credit issued by such Issuing of any Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Revolving Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerCommitment. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described above). Letters of Credit may be standby Letters of Credit or trade Letters of Credit, as specified in the first proviso applicable Application; provided, that Credit Suisse AG, as Issuing Lender, shall not be obligated to issue trade Letters of this sentence is satisfied)Credit. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment (ii) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.26(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.26(a)(iv)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion or (Biii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise agreed by the Issuing Bank in its sole discretion and (y) the date that is five three Business Days prior to the Revolving Termination Date (as it may be extendedDate; provided that, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly if requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as by the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior and acceptable to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant applicable Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewedLender, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term issued by such Issuing Lender may provide for the renewal thereof for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall only in no event extend beyond the date referred to in clause (y) above (unless, at least five Business Days prior to the then current expiry date, the Borrower shall Cash Collateralize the L/C Obligations with respect to such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (A) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a number of days (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and (B) such Issuing Lender shall not permit such renewal if it has received notice on or before the condition described date that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent that the Majority Facility Lenders in respect of the first proviso Revolving Facility have elected not to permit such renewal. Each Letter of this sentence is satisfiedCredit shall be a standby letter of credit backing a performance or monetary obligation of the Borrower or any Subsidiary (each a “Standby Letter of Credit”). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of Co-Borrower, as the Borrower or any Subsidiary of the Borrower) case may be, on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (Ciii) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all aggregate outstanding amount of Letters of Credit issued by such Issuing Lender it would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower$10,000,000. Each Letter of Credit shall (i) be denominated in Dollars or another Acceptable Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date Date; provided that (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that 1) any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration expiry date after later than the Revolving Termination Date (so long as such expiration date remains referred to in compliance with clause (xy) above) so long as above if no later than the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days 30th day prior to the Revolving Termination Date and (or for any Letters of Credit issued after such date, the date of issuance), the Borrower shall deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of the aggregate then undrawn and the relevant Issuing Lender providing unexpired amount of such Letter Letters of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that and (2) any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if (or, as long as the condition described in requirements under clause (1) are satisfied, the first proviso anniversary of this sentence is satisfiedthe Revolving Termination Date)). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. (c) The parties hereto agree that the Existing Letters of Credit will automatically, without any further action on the part of any Person, be deemed to be Letters of Credit hereunder issued hereunder on the Restatement Date for the account of the Borrower. Without limiting the foregoing (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin each such Issuing Lender from issuing such Existing Letter of CreditCredit shall be included in the calculation of the L/C Obligations, or any Requirement (ii) all liabilities of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender Borrower and the other Loan Parties with respect to any such Letter Existing Letters of Credit any reserve, capital or liquidity requirement shall constitute Obligations and (for which such Issuing iii) each Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied shall have reimbursement obligations with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesExisting Letters of Credit as provided in Section 3.4.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) either the L/C Exposure would exceed the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, Euros or Canadian Dollars, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). For the condition described in the first proviso avoidance of doubt, no commercial letters of credit shall be issued by any Issuing Lender to any Person under this sentence is satisfied)Agreement. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause such Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin or restrain such Issuing Lender from issuing issuing, amending or reinstating such Letter of Credit, or any Requirement of Law law, rule or regulation applicable to such Issuing Lender shall prohibit or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender from shall prohibit, or request that such Issuing Lender refrain from, the issuance issuance, amendment, renewal or reinstatement of letters of credit, generally, credit generally or such Letter of Credit, Credit in particular or (y) shall impose upon such Issuing Lender with respect to any such Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrowercompensated) not in effect on the Restatement Effective Date Date, or shall impose on upon such Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Restatement Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it it; (iii) such Issuing Lender has received written notice from any Lender, the Administrative Agent or (ii) the issuance Borrower, at least one Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit would is not in form and substance acceptable to such Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate the legal, regulatory any applicable laws or compliance regulations or any applicable policies of such Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and such Issuing Lender, such Letter of Credit is in an initial face amount less than the Dollar Equivalent of $500,000; or (vii) any Lender applicable to letters of credit generallyis at that time a Defaulting Lender, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon unless such Issuing Lender and are being applied has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to such Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iv)) with respect to the Borrower consistently with Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such application thereof Letter of Credit and all other L/C Exposure as to all similarly situated Borrowers under similar circumstanceswhich such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit and/or bank guarantees, but, with regard to bank guarantees, only to the extent a Lender has agreed in writing to issue bank guarantees (together with any Designated Letters of Credit upon the request and Credit, “Letters of Credit”) for the account of the Borrower (and for the benefit Borrower, any Foreign Subsidiary Borrower, or any other Subsidiary of the Borrower or (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of any Subsidiary of the Borrower, and the Borrower shall be deemed to be a co-applicant, and shall be jointly and severally liable, with respect to each Designated Letter of Credit issued for the account of any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no such Issuing Lender shall not issue or extend any Letter of Credit if, (i) after giving effect to such issuanceissuance or extension, in the case of the Borrower and the Foreign Subsidiaries, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing LenderCommitment, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent sum of Outstanding Revolving Extensions of Credit would exceed the Total Revolving Commitments or (iii) the Borrower, at least one Business Day prior to the requested date of issuance or amendment sum of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter Multicurrency Revolving Extensions of Credit shall be deemed to be a Letter of Credit issued hereunder for would exceed the account of the BorrowerMulticurrency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or any one of the Foreign Currencies, as specified by the Borrower, and (ii) expire no later than the earlier of (x) the first second anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstances.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), Lender agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Letter of Credit Availability Period in such form as may reasonably be approved from time to time by such the Issuing Lender; provided that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed either the Total L/C Commitment Commitments or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by Commitment at such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowertime. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewedMaturity Date, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedabove). (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such or restrain the Issuing Lender from issuing issuing, amending or reinstating such Letter of Credit, or any Requirement of Law law, rule or regulation applicable to such the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit such prohibit, or request that the Issuing Lender from refrain from, the issuance issuance, amendment, renewal or reinstatement of letters of credit, generally, credit generally or such Letter of Credit, Credit in particular or (y) shall impose upon such the Issuing Lender with respect to any such Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such the Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrowercompensated) not in effect on the Restatement Effective Date Closing Date, or shall impose on such upon the Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date and which such the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or it; (iiiii) the issuance Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit would is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate the legal, regulatory any applicable laws or compliance regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $50,000 (or such lesser amount as to which the Administrative Agent and the Issuing Lender applicable may agree); or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to letters of credit generallySection 3.10, in each case, satisfactory to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Borrower consistently with Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such application thereof Letter of Credit and all other L/C Exposure as to all similarly situated Borrowers under similar circumstanceswhich the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the a Revolving Commitment Period in such form as may be approved from time to time by such Issuing LenderLender (it being understood that any commercial Letter of Credit shall provide for sight drafts and not bankers acceptances); provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (ii) unless otherwise agreed by the Administrative Agent and the relevant Issuing Lender, have a face amount of at least $5,000 and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the then latest Revolving Termination Date (as it may be extendedDate, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). Each Existing Letter of Credit shall be deemed to be issued pursuant to this Section 3.1(a) on the condition described Restatement Effective Date (and for the avoidance of doubt, no Lender with a Non-Revolving Commitment, in its capacity as such, shall be deemed to have any participating interest in any Existing Letter of Credit from and after the first proviso of this sentence is satisfiedRestatement Effective Date). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if hereunder if: (i) such issuance would conflict with, or cause such Issuing Lender or any orderL/C Participant to exceed any limits imposed by, judgment or decree any applicable Requirement of Law; or (ii) any Governmental Authority or arbitrator having jurisdiction over Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender shall by its terms (x) purport with the Borrower or such Lender to enjoin eliminate such Issuing Lender from issuing such Letter of Credit, Lender's actual or any Requirement of Law applicable potential Fronting Exposure (after giving effect to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (ySection 2.21(a)(iii)) impose upon such Issuing Lender with respect to any such the Defaulting Lender arising from either the Letter of Credit any reserve, capital then proposed to be issued or liquidity requirement (for that Letter of Credit and all other L/C Obligations as to which such Issuing Lender is not compensated hereunder has actual or otherwise by agreement of the Borrower) not potential Fronting Exposure, as it may elect in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesits sole discretion.

L/C Commitment. (a) Subject On or after the Acquisition Effective Date, subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.8(a), agrees to issue standby letters of credit (“Letters of Credit upon Credit”) not to exceed the request and L/C Commitment for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Availability Period in such form as may be approved from time to time by such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid L/C Disbursement in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis by the Dollar Amount thereof; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or Commitment, (Bii) the aggregate amount of the such Issuing Lender’s Available Revolving Commitments would be less than zero or zero, (Ciii) unless otherwise agreed to by such Issuing Lender, the Dollar Amount of the L/C Exposure with respect to all Letters of Credit issued by such Obligations for any particular Issuing Lender would exceed the Issuing Lender Sublimit of such Issuing Lender; or (iv) subject to Section 1.3 and 4.2(d), such issuance would cause the Dollar Amount of any Lender’s Specified Revolving Credit Exposure and L/C Commitment or (ii) such Issuing Lender shall have received written notice from Exposure, in each case denominated in Foreign Currencies, to exceed the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerForeign Currency Sublimit. Each Letter of Credit shall (i) be denominated in Dollars an Agreed Currency and (ii) expire no later than the earlier of (xA) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (yB) the date that is five (5) Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicableDate; provided further that any Letter of Credit (other than a may provide for automatic renewals pursuant to Section 3.6(b). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction are agreed to which Section 2.18(c)(ii) applies) with a one-year term may provide for by the renewal thereof for additional one-year periods (which shall only extend beyond respective Issuing Lender). It is hereby acknowledged and agreed that each of the date referred to in clause (y) above if the condition letters of credit described in Schedule 3.5 of the first proviso Disclosure Letter shall constitute a “Letter of Credit” for all purposes of this sentence is satisfied)Agreement on the Acquisition Effective Date and shall be deemed issued under this Agreement on the Acquisition Effective Date. (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (i) such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law, (ii) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin or restrain such Issuing Lender from issuing such the Letter of Credit, or any Requirement Requirements of Law applicable to such Issuing Lender shall prohibit or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender from shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit, generally, credit generally or such the Letter of Credit, Credit in particular or (y) shall impose upon such Issuing Lender with respect to any such the Letter of Credit any reserverestriction, reserve or capital or liquidity requirement (for which such Issuing Lender is not otherwise compensated hereunder or otherwise by agreement of the Borrowerhereunder) not in effect on the Restatement Effective Date Closing Date, or shall impose on upon such Issuing Lender any unreimbursed loss, cost or expense (for which such Issuing Lender is was not compensated hereunder or otherwise by agreement of applicable on the Borrower) Closing Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or and (iiiii) the issuance of such the Letter of Credit would violate the legal, regulatory one or compliance more policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such . No Primary Issuing Lender and are being applied with respect shall be obligated to issue Letters of Credit in an aggregate face amount in excess at any time outstanding of the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesPrimary Issuing Lender L/C Sublimit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a3.10(a), agrees to (A) issue letters of credit (“Letters of Credit upon the request and Credit”) for the account of the Borrower (and which Letters of Credit may be issued, subject to Section 8.8, for the benefit account of the Borrower or any Subsidiary on behalf of the Borrowerits Subsidiaries) on any Business Day during the Revolving Commitment Period in such form as may be reasonably approved from time to time by such the Issuing LenderLender and to amend or renew Letters of Credit previously issued by it and (B) to honor conforming drafts under the Letters of Credit; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars Dollars, and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Date; provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if above). Within the condition described in foregoing limits, and subject to the first proviso terms and conditions hereof, the Borrower’s ability to obtain Letters of this sentence is satisfied)Credit shall be fully revolving, and accordingly the Borrower may, during the Revolving Commitment Period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (b) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over cause the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit upon Credit”) under the request and Revolving Commitment for the account of the Borrower or any Guarantor (and it being understood that the Borrower shall remain primarily responsible for any Letter of Credit issued for the benefit account of the Borrower or any Subsidiary of the BorrowerGuarantor) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing LenderBank; provided that no Issuing Lender Bank shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment, (ii) the Revolving Extensions of Credit of such Issuing Bank would exceed such Issuing Bank’s Revolving Commitment or (Bii) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowerzero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extendedunless cash collateralized or backstopped, so long as in each case in a customary manner agreed to by the Available Revolving Commitments Borrower and the Issuing Bank acting reasonably; provided that the obligations of all Continuing Lenders would equal or exceed zero following L/C Participants pursuant to Section 3.4 shall no longer apply to any such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable); provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if the condition described above); provided, further, that in the first proviso event there is a Defaulting Lender, the Issuing Bank shall not be required to issue a Letter of this sentence is satisfied)Credit to the extent (x) the Defaulting Lender’s pro rata share of L/C Commitment may not be reallocated pursuant to Section 2.26(a) or (y) the Issuing Bank has not otherwise entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including the Borrower cash collateralizing such Defaulting Lender’s pro rata share of the L/C Obligations. (b) No Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit if (i) any ordersuch issuance would conflict with, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of CreditBank to exceed any limits imposed by, or any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (a) a. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a)5.4, agrees to issue Letters or cause an Issuing L/C Bank to issue letters of Credit upon the request and credit (each a "Letter of Credit") for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during from the Revolving Commitment Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue or cause to be issued any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure Obligations would exceed the L/C Commitment or (Bii) the aggregate amount of the Available Revolving Utilized Commitments would be less greater than zero or (C) unless otherwise agreed the Loan Commitments; and provided, further, that that no Issuing Lender which has notified the Borrower that it intends to by such cause an Issuing Lender, the L/C Exposure Bank to issue Letters of Credit on its behalf shall have any obligation to issue or cause to be issued any Letter of Credit until such time as (A) such Issuing L/C Bank has been approved by the Borrower in accordance with the definition of "Issuing L/C Bank" in Section 1.1 hereof, and (B) the Issuing Lender notifies the Borrower that a satisfactory reimbursement or similar agreement has been entered into between such Issuing Lender and such Issuing L/C Bank (the date such requirements set forth in clauses (A) and (B) of this proviso are satisfied with respect to all Letters of Credit issued by such an Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) Bank, the "Issuing L/C Bank Effective Date" for such Issuing L/C Bank). Once the Borrower has approved an Issuing L/C Bank in accordance with the definition of "Issuing L/C Bank" in Section 1.1, the Issuing Lender shall have received written notice from the Administrative Agent enter into a reimbursement or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrowersimilar agreement on customary terms as promptly as practicable. Each Letter of Credit shall (ix) be denominated in Dollars Dollars, (y) have a face amount of at least $1,000,000 (unless otherwise agreed by the applicable Issuing Lender) and (iiz) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension)Maturity Date; provided, howeverthat, that any Letter of Credit, whether newly requested if one or an existing Letter more Letters of Credit shall at any time have an expiry date that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is later than five Business Days prior to the Revolving Termination Date Maturity Date, the Borrower shall, not later than (i) five Business Days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit if the Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the relevant extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the applicable Issuing Lender providing after the Maturity Date. Amounts held in such Letter of Credit agree to such expiration date at cash collateral account shall be held and applied by the time such Letter of Credit or extension is requested or at Administrative Agent in the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide manner and for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to purposes set forth in clause (y) above if the condition described in the first proviso of this sentence is satisfiedSection 10.2(c). (b) b. No Issuing Lender shall at any time be obligated to issue or cause to be issued any Letter of Credit if (i) such issuance would conflict with, or cause such Issuing Lender, any orderapplicable Issuing L/C Bank or any L/C Participant to exceed any limits imposed by, judgment or decree any applicable requirement of law. c. Notwithstanding any Governmental Authority or arbitrator having jurisdiction over provision hereof to the contrary, except to the extent otherwise agreed in writing by the Borrower and the Administrative Agent, in any case where the Issuing Lender has caused the issuance of a Letter of Credit by an Issuing L/C Bank other than the Issuing Lender, the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter be responsible for the payment of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, all fees and reimbursement obligations owed to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesL/C Bank.

L/C Commitment. (ai) Subject to the terms and conditions hereofset forth herein, (A) each DSRA L/C Issuing LenderBank agrees, in reliance on upon the agreements of the other DSRA L/C Lenders set forth in Section 3.4(a)this Section, agrees (1) from time to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) time on any Business Day during the Revolving Commitment Period period from the Closing Date until 10 days prior to the DSRA L/C Termination Date, to issue Letters of Credit for the account of the Borrower, and to amend, renew or extend Letters of Credit previously issued by it, in accordance with paragraph (b) of this Section 3.1, and (2) to honor drawings under the Letters of Credit; and (B) the DSRA L/C Lenders severally agree to participate in such form as may be approved from time to time by such Issuing LenderLetters of Credit and any drawings thereunder; provided provided, that no DSRA L/C Issuing Bank shall be obligated to make any DSRA L/C Credit Extension, and no DSRA L/C Lender shall issue be obligated to participate in any Letter of Credit if, (i) after giving effect to as of the date of such issuance, (A) the DSRA L/C Exposure Credit Extension, (x) the Total Extensions of Credit would exceed the Total DSRA L/C Commitments, (y) the DSRA L/C Extensions of Credit of any DSRA L/C Lender would exceed such DSRA L/C Lender’s DSRA L/C Commitment or (Bz) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the DSRA L/C Exposure Obligations with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified DSRA L/C Commitment or Issuing Bank would exceed its DSRA L/C Commitment. Letters of Credit shall constitute utilization of the DSRA L/C Commitments. (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit (A) shall (i) be denominated in Dollars and Dollars, (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance (or, in the case of any Auto-Renewal Letter of Credit, twelve months after the current expiration date) and (y) the date that is five Business Days prior DSRA L/C Expiration Date and (C) be issued subject to the Revolving Termination Date “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as mutually agreed between the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant applicable DSRA L/C Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)Bank. (biii) No DSRA L/C Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Creditissuance would conflict with, or cause such DSRA L/C Issuing Bank or any DSRA L/C Lender to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesLaw.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in Section 3.4(asubsection 2.7(d)(i), agrees to issue letters of credit (the “Letters of Credit upon the request and Credit”) for the account of the Borrower or any of its Restricted Subsidiaries (and for the benefit of so long as the Borrower or any Subsidiary of the Borroweris a co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving Commitment Period but in no event later than the 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing LenderBank; provided that no Issuing Lender Bank shall issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Bank would exceed such Issuing Lender’s Specified its L/C Commitment or Amount (unless such Issuing Bank agrees to do so in its sole discretion), (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date L/C Obligations in respect of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter all Letters of Credit issued hereunder for would exceed $25.0 million or (iii) the account Aggregate Outstanding Revolving Credit of all the BorrowerRevolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) expire unless otherwise agreed by the applicable Issuing Bank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Bank) and, in any event, no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Initial Revolving Termination Maturity Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior except to the date which is five Business Days prior extent cash collateralized or backstopped pursuant to the Revolving Termination Date and the Administrative Agent and arrangements reasonably acceptable to the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfiedBank). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over . If the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter Bank is Royal Bank of CreditCanada, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇▇▇ ▇▇▇▇▇ material Banks USA or Credit Suisse AG, Cayman Islands Branch, such Issuing Bank shall not be obligated to it or issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower. Each Letter of Credit shall be deemed to constitute a utilization of the Revolving Commitments and shall be participated in (as more fully described in the following subsection 2.7(d)(i)) by the Lenders in accordance with their respective Revolving Commitment Percentages. All Letters of Credit shall be denominated in Dollars and shall be issued for the account of the Borrower. (ii) Unless otherwise agreed by the issuance of such applicable Issuing Bank and the Borrower, each Letter of Credit would violate shall be governed by, and shall be construed in accordance with, the legallaws of the State of New York, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, and to the extent not prohibited by such policies laws, the ISP shall apply to each Standby Letter of Credit, and prohibitions are implemented the Uniform Customs shall apply to comply with applicable law each Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (iii) An Issuing Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or regulation binding upon cause such Issuing Lender and are being applied with respect Bank or any L/C Participant to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesexceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit upon the request and Credit”) for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) its Subsidiaries on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided provided, that (x) no Issuing Lender shall have any obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Ai) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount Obligations in respect of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or Commitment, (ii) the L/C Obligations would exceed the L/C Sublimit, (iii) the Total Revolving Extensions of Credit would exceed the Maximum Revolving Facility Availability at such time or (iv) the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender Lender, together with the aggregate principal amount of its other outstanding Revolving Credit Loans hereunder, would exceed such Issuing ▇▇▇▇▇▇’s Revolving Credit Commitment then in effect and (y) the Borrower shall have received written notice from alternate the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment selection of the applicable Letter Issuing Lender based on the number and size of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter Letters of Credit shall be deemed requested by the Borrower in order for each Issuing Lender to be a Letter selected for the issuance of Letters of Credit issued hereunder for the account of the Borroweron an equivalent basis. Each Letter of Credit shall (iA) be denominated in Dollars and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Credit Termination Date Date; provided that (i) if the Borrower requests that any Letter of Credit have an expiration date after the Revolving Credit Termination Date, it is understood and agreed that such Letter of Credit shall only be issued, amended, renewed or extended, as applicable, if agreed to by the applicable Issuing Lender and the Administrative Agent in their sole discretion and (ii) to the relevant Issuing Lender providing extent that any Letter of Credit shall have an expiration date after the Revolving Credit Termination Date, subject in all cases to the immediately preceding clause (i), such Letter of Credit agree may expire on the date that is one year after the Revolving Credit Termination Date if the Borrower has provided Cash Collateral therefor in an amount equal to such expiration date at 105% of the time face amount of such Letter of Credit or extension is requested or at no later than the time such existing Letter of Revolving Credit is to be automatically renewedTermination Date; provided, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the automatic renewal thereof for additional one-year periods (which shall only in no event extend beyond the date referred to in clause (y) above if unless the condition described conditions set forth in the first immediately preceding proviso of this sentence is satisfiedare met). (b) No Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, no Issuing Lender shall at any time be obligated to issue issue, amend, extend, renew or increase any Letter of Credit hereunder if (i) any ordersuch issuance, judgment amendment, extension or decree of any Governmental Authority increase would conflict with, or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin cause such Issuing Lender from issuing such Letter of Credit, or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular one or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement more of the Borrowerapplicable Issuing Lender’s policies (now or hereafter in effect) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generallycredit. (c) For the avoidance of doubt, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such any Letters of Credit issued by any Issuing Lender and are being applied with respect shall be limited to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancesstandby letters of credit.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) Borrowers on any Business Day during from the Closing Date through but not including the Revolving Commitment Period Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that no the Issuing Lender shall have no obligation to issue any Letter of Credit if, (i) after giving effect to such issuance, (Aa) the L/C Exposure Obligations would exceed the L/C Commitment or (Bb) the aggregate amount of the Available outstanding Aggregate Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender Obligations would exceed such Issuing Lender’s Specified L/C the lesser of (x) the Revolving Credit Commitment or and (iiy) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the BorrowerBorrowing Base. Each Letter of Credit shall (i) be denominated in Dollars and in a minimum amount of $25,000, (ii) be issued to support obligations of any Borrower or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xA) one year from the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior (subject to automatic renewals of Letters of Credit issued by ▇▇▇▇▇ Fargo Bank so long as such renewal periods terminate no later than the date which is five fifth Business Days Day prior to the Revolving Termination Credit Maturity Date) and (B) the fifth Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Administrative Agent and ISP or Uniform Customs , as set forth in the relevant applicable Application or as determined by the Issuing Lender providing such Letter and, to the extent not inconsistent therewith, the laws of Credit agree to such expiration date at the time such Letter State of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied)North Carolina. (b) No In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, the Issuing Lender shall not at any time be obligated to issue any or arrange for such Letter of Credit to the extent that (x) the Defaulting Lender’s Letter of Credit Revolver Credit Commitment Percentage with respect to such Letter of Credit is not reallocated to the other Lenders or (y) the Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate the Issuing Lender’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Letter of Credit Revolver Credit Commitment Percentage. Additionally, Issuing Lender shall have no obligation to issue a Letter of Credit if (iA) such issuance would conflict with, or cause the Issuing Lender or any Lender to exceed any limits imposed by any Applicable Law, (B) any order, judgment judgment, or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall shall, by its terms (x) terms, purport to enjoin such or restrain Issuing Lender from issuing such Letter of Credit, or any Requirement of Law law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender shall prohibit such or request that Issuing Lender refrain from the issuance of letters of credit, generally, credit generally or such Letter of CreditCredit in particular, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (iiC) the issuance of such Letter of Credit would violate the legal, regulatory one or compliance more policies of such Issuing Lender applicable to letters of credit generally, or (D) if amounts demanded to be paid under any Letter of Credit will or may not be in each case, Dollars. References herein to the extent such policies “issue” and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstancescontext otherwise requires.